PMGC Holdings Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
ELAB$1.61-2.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-28.
0001013762-25-003553
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001213900-26-035937
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 190 previous paragraphs and 204 current paragraphs.
16 unchanged; 63 reworded; 125 added; 107 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 156 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (125)
Current report
An investment in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including our consolidated financial statements and the related notes thereto, before deciding to invest in our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment.
Current report
Our operating cash consumption significantly exceeds our revenue, and we may not be able to fund our operations without continued access to the capital markets.
Current report
Our current level of operating cash consumption materially exceeds our revenue and is not sustainable without continued infusions of external capital. If we are unable to substantially increase revenue from our operating subsidiaries, achieve returns on capital through PMGC Capital, or continue to access debt and equity financing, we may be unable to fund our operations. There can be no assurance that we will be able to reduce our operating cash burn to a level that can be sustained by our operating revenue within any particular timeframe, if at all.
Current report
Our existing equity purchase facility may result in substantial dilution to our existing stockholders and may place downward pressure on the price of our Common Stock.
Current report
We have entered into an equity purchase facility with Streeterville Capital, LLC (“Streeterville”), as disclosed in previous SEC filings, pursuant to which we may consummate one or more secured pre-paid purchases of our Common Stock, and we have consummated multiple pre-paid purchases thereunder. Under these arrangements, the outstanding principal and accrued interest is convertible at the option of the investor at a price that reflects a discount to the volume-weighted average price of our Common Stock during a specified look-back period, subject to a floor price. We have issued, and expect to continue to issue, significant numbers of shares of Common Stock in settlement of amounts outstanding under these arrangements.
Current report
The conversion mechanics for the pre-paid purchases under the equity purchase facility, which allow conversion at a discount to market price, may create significant downward pressure on the trading price of our Common Stock. As the stock price declines, additional shares may be required to settle the same dollar amount of debt, potentially creating a cycle of increasing dilution and declining stock price. These dynamics could materially and adversely affect the market price of our Common Stock, the ability of existing stockholders to sell their shares at favorable prices, and our ability to raise additional capital on acceptable terms. The settlement and potential conversion of outstanding and future instruments under the equity line of credit into shares of Common Stock will result in further dilution to our existing stockholders, and the magnitude of such dilution will depend on market conditions at the time of conversion.
Current report
Our equity interests in our key subsidiaries and the assets of those subsidiaries are pledged as collateral under our equity purchase facility with Streeterville, and a default on our obligations pursuant to such facility could result in the loss of our operating businesses.
Current report
In connection with our equity purchase facility with Streeterville, we entered into a Security Agreement and a Pledge Agreement, pursuant to which we pledged, as collateral, (i) 100% of the equity interests (membership interests and stock, respectively) in our wholly-owned subsidiaries, AGA Precision Systems and Pacific Sun Packaging, and (ii) substantially all of the assets of these subsidiaries. Streeterville holds a first-position security interest in this collateral (subordinate only to certain permitted liens). If we default on our obligations under such agreements, Streeterville is entitled to seize the pledged equity interests or the assets of the subsidiaries. This may result in the loss of one or more of our primary operating businesses, which would have a material adverse effect on our financial condition and ability to continue operations.
Current report
We have conducted multiple reverse stock splits in a short period of time, which may adversely affect the market price of our Common Stock and investor confidence.
Current report
Since November 2024, we have completed multiple reverse stock splits of our Common Stock. Reverse stock splits may be viewed negatively by investors and analysts as an indication of financial difficulty or poor stock performance. There can be no assurance that the market price of our Common Stock following any reverse stock split will remain at a level proportional to the prices prior to the reverse stock split. The repeated use of reverse stock splits may diminish investor confidence, reduce trading liquidity, and adversely affect our ability to attract and retain investors. If we are unable to maintain compliance with the Nasdaq listing requirements, including the minimum bid price rule, we may be required to undertake further reverse stock splits in the future, which could result in additional negative market perception and further dilution on a per-share basis for investors who acquired shares prior to such splits.
Current report
We may be unable to realize the expected value from the divestiture of our Elevai Skincare business, including earn-out payments.
Current report
In connection with the divestiture of our Elevai Skincare business, the purchase consideration included potential earn-out payments contingent upon the buyer achieving certain revenue milestones over specified periods following the closing. There can be no assurance that the buyer will achieve these milestones or that we will receive any earn-out payments. If the buyer’s business underperforms, experiences operational difficulties, or ceases operations, we may receive little or no additional consideration beyond the amounts received at closing. Additionally, shares of the buyer’s common stock received as consideration may have limited liquidity and their value may decline.
Current report
Changes in tax laws or regulations could adversely affect our business and financial results.
Current report
We are subject to U.S. federal, state and local tax laws, which are complex and subject to change. Changes in tax laws, regulations, or interpretations thereof, including changes resulting from new legislation, could increase our tax obligations, reduce the value of our deferred tax assets, or otherwise adversely affect our financial condition and results of operations. In addition, tax authorities may disagree with our tax positions or the manner in which we allocate income and deductions among our subsidiaries, which could result in additional tax liabilities, interest and penalties.
Current report
RISKS RELATED TO OUR HOLDING COMPANY STRUCTURE AND ACQUISITION STRATEGY
Current report
Our diversified holding company structure may make our business more complex and difficult to manage.
Current report
We operate as a diversified holding company with subsidiaries across multiple industries, including biotechnology, precision manufacturing, specialty packaging, and investment activities. This structure increases the complexity of our operations, financial reporting, internal controls, and management oversight. Each of our subsidiaries operates in distinct markets with unique regulatory requirements, competitive dynamics, and capital needs.
Current report
Managing multiple disparate businesses requires broad management expertise, robust financial and operational reporting systems, and the ability to allocate capital and personnel effectively across unrelated industries. Our management team is small, and the breadth of our operations may strain our resources. If we are unable to effectively manage this complexity, our business, financial condition, and results of operations could be adversely affected.
Current report
Our results depend on our ability to allocate capital effectively across our subsidiaries and investments.
Current report
Our business model relies on deploying capital across multiple subsidiaries and investment opportunities. Our ability to generate returns depends on management’s judgment in allocating capital among competing opportunities, including acquisitions, internal investments, strategic initiatives, and investments through PMGC Capital.
Current report
There can be no assurance that our capital allocation decisions will achieve desired returns. Capital deployed into underperforming subsidiaries or unsuccessful investments represents an opportunity cost and may result in impairment charges. Misallocation of capital could materially adversely affect our financial condition and long-term shareholder value.
Current report
We may not realize anticipated benefits from operating as a platform of multiple businesses.
Current report
We may not achieve expected operational, strategic, or financial benefits from managing multiple subsidiaries under a single corporate structure. Our subsidiaries may operate independently with limited synergies, and the costs associated with maintaining a diversified platform—including corporate overhead, compliance costs, management attention and reporting requirements—may outweigh the benefits. If the anticipated advantages of our holding company structure do not materialize, our financial condition and results of operations could be adversely affected.
Current report
Our growth strategy depends on acquisitions, which involve significant risks and uncertainties.
Current report
A core element of our business strategy is to grow through the acquisition of operating companies and assets. We have completed multiple acquisitions and intend to continue pursuing additional acquisitions. These transactions involve numerous risks, including:
Current report
Acquired businesses may not perform as expected and may require significantly more capital than anticipated. Failure to successfully identify, execute, finance or integrate acquisitions could materially adversely affect our business, financial condition, and results of operations.
Current report
Business combinations generally involve a number of additional difficulties and risks to our business, including failure to integrate management information systems, personnel, research and development and marketing, operations, sales and support; disruption of our ongoing business and diversion of management’s attention from other business matters; potential loss of the acquired company’s customers; failure to further develop or integrate the acquired company’s products or technology successfully; unanticipated costs and liabilities; and other accounting consequences.
Current report
In addition, we may not realize benefits from any business combination we may undertake in the future. If we fail to successfully integrate such businesses, or the products and technologies associated with such business combinations into our Company, the revenue and operating results of the combined company could be adversely affected. Any integration process would require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate, integrate or utilize the acquired technology and product lines or accurately forecast the financial impact of a combination.
Current report
The purchase price allocations for our acquisitions may be preliminary and subject to adjustment, which could materially affect our reported financial results.
Current report
In connection with our acquisitions, the initial purchase price allocations may be preliminary and subject to adjustment as we finalize our valuations of identifiable assets acquired and liabilities assumed. Adjustments to preliminary purchase price allocations during the measurement period could result in changes to the carrying values of acquired assets and liabilities, including goodwill, intangible assets, property and equipment, and deferred tax liabilities. Such adjustments could materially affect our consolidated balance sheet, results of operations and financial condition in future periods.
Current report
We have recorded goodwill on our consolidated balance sheet that may be subject to impairment, which could adversely affect our financial results.
Current report
We have recorded goodwill arising from our acquisitions. Goodwill is not amortized but is subject to annual impairment testing, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, among others, a significant decline in expected future cash flows of an acquired business, deterioration of market conditions, loss of key customers, underperformance relative to projected financial results, and a sustained decline in the market price of our Common Stock. If any of our reporting units fail to achieve projected results or if market conditions deteriorate, we may be required to record a non-cash goodwill impairment charge, which could have a material adverse effect on our reported financial results and the market price of our Common Stock.
Current report
Earn-out and contingent consideration arrangements may result in disputes or financial obligations that adversely affect our results.
Current report
Certain of our acquisition agreements include earn-out or contingent consideration provisions that are payable based on the achievement of specified financial milestones by the acquired businesses. If acquired businesses achieve the applicable performance thresholds, we will be required to make additional payments that will increase the overall cost of the acquisitions and reduce our available cash. Conversely, disagreements with sellers regarding the measurement or achievement of earn-out targets could result in disputes, litigation or strained relationships with key personnel who remain involved in the acquired businesses. Changes in fair value of contingent consideration are recognized in earnings and may cause volatility in our reported results of operations.
Current report
We depend on the founders and key employees of our acquired businesses, and their departure could adversely affect the performance of those businesses.
Current report
Our recently acquired subsidiaries have historically been operated by their founders and small teams with deep customer relationships, specialized technical knowledge and institutional know-how. The success of these businesses following acquisition depends in significant part on our ability to retain and motivate these individuals during the transition period and beyond. If the former owners or other key employees of our acquired businesses depart or become disengaged, we may experience disruptions to operations, loss of customer relationships, loss of critical technical expertise, and a decline in the performance of these businesses, any of which could materially adversely affect our revenue and results of operations.
Current report
Risks Related to Northstrive Biosciences Inc. (Biotechnology)
Current report
Northstrive Biosciences is at an early stage of product development. As of the date of this Annual Report, we have not commercialized any therapeutic products. Our lead asset, EL-22, has completed a Phase 1 clinical trial in South Korea but has not yet been tested in human subjects in the United States. Our second asset, EL-32, is in the preclinical stage. A key element of our growth strategy depends on our ability to develop and advance these product candidates through clinical trials, obtain regulatory approvals, and ultimately commercialize products, which may take many years and may never occur. We may not be able to successfully commercialize or synthesize any of our product candidates at a scale that is profitable. Our product candidates may prove to have undesirable and unintended side effects or other characteristics adversely affecting their safety, efficacy or cost effectiveness that could prevent or limit their use.
Current report
(“Field” means (a) all prophylactic and therapeutic uses in humans, including but not limited to the prevention and treatment of muscular (including, but not limited to, Duchenne muscular dystrophy and sarcopenia), obesity, metabolic, renal, cardiovascular, psychological, psychiatric, neurologic, and endocrine conditions in humans; and (b) all uses in animal health, including all applications as a feed additive.
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Removed paragraphs (107)
Previous report
Our current growth may not be indicative of our future growth and, if we begin to grow rapidly, we may not be able to effectively manage our growth or evaluate our future prospects. If we fail to effectively manage our future growth or evaluate our future prospects, our business could be adversely affected.
Previous report
We have experienced minimal growth since our launch in 2020. For example, our revenue increased from nil in 2020 to $827 in 2021, to $766,277 in 2022, to $1,712,595 in 2023, and increased to $2,467,298 for the year ended December 31, 2024. Moreover, the number of our full-time employees increased as of December 31, 2024. As of the date of this Annual Report, we have two (2) full time employees and one part-time employee. This growth has placed significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business depends on a number of factors, including our ability to:
Previous report
Such growth and expansion of our business will place significant demands on our management and operations teams and require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all. We expect to continue to expend substantial resources on:
Previous report
These investments may not result in the growth of our business. Even if these investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy our client requirements or maintain high-quality product offerings, any of which could adversely affect our business, financial condition, results of operations and prospects. You should not rely on our historical rate of revenue growth as an indication of our future performance or the rate of growth we may experience in any new category or internationally.
Previous report
In addition, to support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining our corporate culture. We face significant competition for personnel. To attract top talent, we have had to offer, and expect to continue to offer, competitive compensation and benefits packages before we can validate the productivity of new employees. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees. The risks associated with a rapidly growing workforce will be particularly acute as we choose to expand into new product categories and global markets. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects.
Previous report
We are also required to manage numerous relationships with various vendors and other third parties. Further growth of our operations, client base, or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our organization effectively, our business, financial condition, results of operations and prospects may be adversely affected.
Previous report
Risks Related to Our Business, Our Portfolio Companies, and the Biotechnology Industry
Previous report
The biotechnology industry is highly competitive and rapidly evolving. The technologies and product candidates developed by our portfolio companies may become obsolete or uneconomical due to advancements in scientific research, new treatment modalities, disruptive innovations, or competitive products that better or more cost-effectively address the conditions our assets aim to target.
Previous report
Competitors, including well-funded pharmaceutical and biotechnology companies, academic institutions, and research organizations, may develop more effective, safer, or commercially viable solutions, rendering the technologies we acquire or invest in less attractive or non-competitive. Additionally, shifts in regulatory frameworks or treatment paradigms could impact the viability of certain products in our portfolio.
Previous report
To mitigate these risks, we focus on acquiring intellectual property rights, including patents and proprietary technologies, to safeguard competitive advantages. However, there is no guarantee that our patents will be sufficient to prevent competitors from developing similar or superior solutions. Furthermore, if our portfolio companies fail to innovate or adapt to industry advancements, the commercial potential of their technologies may diminish, negatively affecting our business, financial condition, and long-term growth strategy.
Previous report
If we are unable to secure strategic commercial partnerships, licensing agreements, funding, or other key business relationships following successful clinical results, our revenue potential may be limited.
Previous report
Unlike traditional biotechnology companies that build internal sales forces, we focus on strategic pathways to commercialization, including partnerships, licensing agreements, acquisitions, and collaborations with larger pharmaceutical and biotechnology companies. Our ability to generate revenue and successfully bring products to market depends on multiple factors, including:
Previous report
In addition to the risks associated with clinical and regulatory success, our business strategy is dependent on external partners who may not have aligned priorities, sufficient resources, or the willingness to enter into agreements on terms favorable to us. If we are unable to secure the necessary partnerships, licensing deals, funding, or commercialization pathways, we may struggle to generate revenue or achieve sustainable growth.
Previous report
Furthermore, external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector, and industry competition could significantly impact our ability to successfully bring products to market. Any failure to effectively manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.
Previous report
As a biotechnology-focused holding company, our business strategy relies heavily on acquiring, licensing, and investing in biotechnology assets, early-stage life sciences companies, and commercial-stage enterprises. Business combinations and licensing agreements involve several inherent risks, including:
Previous report
Additionally, we may not realize the expected benefits of any business combination or licensing agreement if we fail to successfully integrate these businesses, optimize their research and development efforts, or effectively monetize their intellectual property. Any setbacks in evaluating, structuring, integrating, or commercializing acquired or licensed assets could have an adverse effect on our revenue, operating results, and overall strategic growth.
Previous report
If we fail to cost-effectively acquire, license, or develop biotechnology assets, our business could be adversely affected.
Previous report
Our success depends in part on our ability to acquire and license promising biotechnology assets, advance them through preclinical and clinical stages, and secure commercial partnerships for further development and distribution. If we fail to do so cost-effectively, our business, financial condition, and growth prospects may be adversely affected Risks related to the acquisition, licensing and development of biotechnology assets include:
Previous report
Furthermore, external factors such as macroeconomic conditions, evolving healthcare policies, investor sentiment toward the biotechnology sector, and industry competition could significantly impact our ability to successfully bring products to market. Any failure to effectively manage these risks could materially and adversely affect our financial condition, business strategy, and long-term growth prospects.
Previous report
If we fail to secure strategic partnerships or commercialization agreements, our revenue potential may be limited.
Previous report
Rather than building an internal sales force, we rely on strategic partnerships, licensing agreements, and collaborations with pharmaceutical and biotechnology companies to bring our portfolio assets to market. Our ability to generate revenue and successfully commercialize these assets depends on:
Previous report
If we are unable to secure strategic partnerships or licensing agreements, we may face challenges in bringing our portfolio assets to market, which could significantly impact our revenue potential and long-term viability.
Previous report
Our brand and reputation may be diminished due to intellectual property disputes, perceived scientific failures, or negative publicity, which could have an adverse effect on our business.
Previous report
In the biotechnology industry, intellectual property is a critical competitive asset. Any loss of confidence in our ability to protect our intellectual property, secure regulatory approvals, or successfully develop our portfolio assets could harm our reputation and business prospects. Risks include:
Previous report
If our brand reputation is damaged, it may become more difficult to attract investment, secure licensing agreements, or acquire high-value biotechnology assets, all of which could have a material adverse impact on our business.
Previous report
Economic downturns, shifts in healthcare investment trends, regulatory changes, and evolving market demand for biotechnology products could negatively affect our business.
Previous report
We have positioned our business as a biotechnology-focused holding company, acquiring and licensing promising life sciences technologies with the intent to develop, commercialize, or out-license them to strategic partners. The biotechnology sector is highly sensitive to economic conditions, regulatory environments, investment cycles, and shifts in healthcare and pharmaceutical spending. Changes in these areas could significantly impact our ability to execute our business strategy. Economic downturns, fluctuations in capital markets, and changing investment trends in the biotechnology sector may adversely affect our ability to secure financing, complete acquisitions, and license or commercialize our portfolio companies’ assets. Factors that could impact our business include:
Previous report
A general decline in healthcare and biotechnology investments, unexpected changes in regulatory requirements, or shifts in the demand for certain therapies could adversely affect our ability to execute our growth strategy. If we fail to anticipate industry trends, secure financing, maintain strong intellectual property protections, or establish successful commercialization partnerships, our business, financial condition, and results of operations could be materially and adversely affected.
Previous report
We believe our entrepreneurial approach, scientific focus, and commitment to acquiring and developing high-value biotechnology assets have been key contributors to our success to date. As a biotechnology-focused holding company, our ability to identify promising assets, secure strategic partnerships, and drive innovation relies heavily on maintaining a strong leadership vision, a disciplined investment strategy, and a culture of transparency and scientific integrity.
Previous report
As we scale our operations, pursue acquisitions, and develop the infrastructure of a public company, we may face challenges in maintaining these core principles. Factors that could negatively impact our corporate culture and strategic mission include:
Previous report
If we fail to preserve our entrepreneurial mindset, maintain our disciplined approach to asset selection, or sustain a culture that fosters innovation and collaboration, our ability to compete, execute acquisitions successfully, and generate long-term shareholder value could be significantly impaired. A loss of focus on our strategic mission could adversely affect our business, financial condition, and long-term growth prospects.
Previous report
As of March 26, 2025, we have only two (2) full-time employees and one part-time employee. Our executive leadership and key personnel provide services to us primarily through consulting agreements. Braeden Lichti, our Founder and Chairman, serves as a non-employee consultant and plays a critical role in shaping the strategic direction of the company. Through his company, NorthStrive Companies, Inc., Braeden provides consulting services and, from time to time, funding and advisory services to support our acquisitions, corporate restructuring efforts, and overall growth strategy.
Previous report
Graydon Bensler, our Chief Executive Officer and Chief Financial Officer, also serves in a non-employee capacity through his consulting agreement with us. Our business strategy relies heavily on these key individuals for capital markets expertise, merger and acquisition execution, regulatory oversight, and financial structuring.
Previous report
Our success depends on our continued ability to attract, retain, and motivate highly qualified management, business development, finance, regulatory, and scientific personnel. The biotechnology and life sciences industries are highly competitive, and securing experienced professionals with the necessary expertise is challenging. In particular, our ability to successfully execute our acquisition and licensing strategy depends on retaining key executives and advisors with deep experience in biotechnology asset evaluation, intellectual property protection, clinical development, and financial structuring.
Previous report
We are expanding our executive leadership team by hiring key personnel, including a new Chief Financial Officer, and we are looking to hire additional employees in positions that will support the operations of our Company and its subsidiaries. However, as part of our corporate restructuring, we also terminated our Chief Marketing Officer and Chief Commercial Officer, which may have an adverse impact on certain operational functions.
Previous report
Although we maintain “key employee” insurance policies on our executive officers that would compensate us for the loss of their services, replacing critical personnel could be difficult and time-consuming. The loss of Braeden Lichti, Graydon Bensler, or other senior personnel could significantly disrupt our ability to execute our strategic business plan, impair investor confidence, and hinder capital-raising and M&A activities.
Previous report
Moreover, given our reliance on non-employee consultants for executive management, we are exposed to additional risks, including:
Previous report
If we fail to recruit and retain qualified personnel-particularly in finance, acquisitions, clinical development, and regulatory affairs-our ability to execute acquisitions, commercialize biotechnology assets, and achieve long-term profitability could be materially impaired. A leadership transition or prolonged vacancies in key roles could negatively affect our financial condition, business operations, and future growth.
Previous report
Revenue forecasting presents significant challenges as we continue to expand our biotechnology portfolio, acquire new assets, secure licensing agreements, and pursue commercial partnerships. Unlike traditional operating companies with consistent revenue streams, our revenue generation depends on various factors, including:
Previous report
We base our expense levels and investment plans on revenue projections and anticipated gross margins. However, due to the unpredictable nature of the biotechnology industry, revenue realization may not align with our projections. If our assumptions prove incorrect, we may overspend on acquisitions, clinical development, or business expansion without generating the expected financial returns, adversely impacting our business, financial condition, and results of operations.
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Reworded paragraphs (63)
Current wording
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL STRUCTURE
Previous wording
The uncertainty about our ability to continue in operation is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed as of year-end December 31, 2023 and December 31, 2022. As of December 31, 2024 and December 31, 2023, the Company had net working capital of $4,251,867 and $3,622,091, respectively, and has an accumulated deficit of $13,269,627 and $7,023,890, respectively. Included in the accumulated deficit are losses of $6,245,737 for the year ended December 31, 2024 and $4,301,517 for the year ended December 31, 2023. Given all these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Current wording
The uncertainty about our ability to continue in operation is based on our continuing losses from operation, limited revenue and limited working capital, among other things which existed as of year-end December 31, 2025 and December 31, 2025. As of December 31, 2025 and December 31, 2024, the Company had net working capital of $2,928,959 and $4,251,867, respectively, and has an accumulated deficit of $21,017,440 and $13,269,627, respectively. Included in the accumulated deficit are net losses of $7,747,813 for the year ended December 31, 2025 and $6,245,737 for the year ended December 31, 2024. Given all of these facts, we are dependent on obtaining funding from operations and the sale of debt or equity to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Previous wording
We have incurred net losses each year since our inception, and we may not be able to achieve or maintain profitability in the future. We incurred net losses of $6,245,737 and $4,301,517, for the years ended December 31, 2024 and 2023, respectively. Our expenses will likely increase in the future and may be more costly than we expect and may not result in increased revenue or growth in our business. These offerings may require significant capital investments and recurring costs, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition may be adversely affected. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations and prospects could be adversely affected. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
Current wording
We have incurred net losses each year since our inception, and we may not be able to achieve or maintain profitability in the future. We incurred net losses of $7,747,813 and $6,245,737 for the years ended December 31, 2025 and 2024, respectively. Our expenses will likely increase in the future and may be more costly than we expect and may not result in increased revenue or growth in our business. These offerings may require significant capital investments and recurring costs, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition may be adversely affected. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, results of operations and prospects could be adversely affected. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
Previous wording
We will need additional capital to conduct our operations and develop our products and our ability to obtain the necessary funding is uncertain.
Current wording
We will need additional capital to conduct our operations and develop our products and businesses, and our ability to obtain the necessary funding is uncertain.
Previous wording
During the years ended December 31, 2024, and December 31, 2023 we used a significant amount of cash to finance our continued operations, and we need to obtain significant additional capital resources in order to develop products going forward. We may not be successful in maintaining our normal operating cash flow and the timing of our capital expenditures may not result in cash flows sufficient to sustain our operations through the next twelve months. If financing is not sufficient and additional financing is not available or available only on terms that are detrimental to our long-term survival, it could have a major adverse effect on our ability to pursue our clinical research and product development programs and could ultimately affect our ability to continue to function. The timing and degree of any future capital requirements and our ability to meet such capital requirements in a timely manner, on favorable terms or at all will depend on many factors, including:
Current wording
We have used, and expect to continue to use, a significant amount of cash to finance our operations, and we need to obtain significant additional capital resources in order to develop our businesses and products going forward. We may not be successful in maintaining our normal operating cash flow and the timing of our capital expenditures may not result in cash flows sufficient to sustain our operations through the next twelve months. If financing is not sufficient and additional financing is not available or available only on terms that are detrimental to our long-term survival, it could have a major adverse effect on our ability to pursue our business strategy, clinical research and product development programs, and could ultimately affect our ability to continue to function. The timing and degree of any future capital requirements and our ability to meet such capital requirements in a timely manner, on favorable terms or at all will depend on many factors, including:
Previous wording
Additional financing through strategic collaborations, public or private equity or debt financings or other financing sources may not be available on acceptable terms, or at all. Additional equity financing could result in significant dilution to our stockholders, and any debt financings will likely involve covenants restricting our business activities. Additional financing may not be available on acceptable terms, or at all. Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, pipeline product or products that we might otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or product development initiatives, any of which could have a material adverse effect on our financial condition or business prospects.
Current wording
Additional financing through strategic collaborations, public or private equity or debt financings or other financing sources may not be available on acceptable terms, or at all. Additional equity financing could result in significant dilution to our stockholders, and any debt financings will likely involve covenants restricting our business activities. Further, if we obtain additional funds through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, products or pipeline assets that we might otherwise seek to develop and commercialize on our own. If sufficient capital is not available, we may be required to delay, reduce the scope of or eliminate one or more of our business initiatives, research or product development programs, or planned acquisitions, any of which could have a material adverse effect on our financial condition or business prospects.
Previous wording
If we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products.
Current wording
If we fail to generate sufficient cash flow from our operations, we will be unable to continue to develop and commercialize our products and grow our businesses.
Previous wording
We expect capital outlays and operating expenditures to increase over the next several years as we expand our operations, and our commercialization, product validation studies, research and development and manufacturing activities. However, our present and future funding requirements will depend on many factors, including, among other things:
Current wording
We expect capital outlays and operating expenditures to increase over the next several years as we expand our operations, pursue acquisitions, and conduct research and development and manufacturing activities. However, our present and future funding requirements will depend on many factors, including, among other things:
Previous wording
As a result of these factors, we may need to raise additional funds, and we cannot be certain that such funds will be available to us on acceptable terms when needed, if at all. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish potentially valuable rights to our future products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to expand our operations, develop new products, take advantage of future opportunities or respond to competitive pressures or unanticipated customer requirements.
Current wording
As a result of these factors, we may need to raise additional funds, and we cannot be certain that such funds will be available to us on acceptable terms when needed, if at all. If we cannot raise funds on acceptable terms, we may not be able to expand our operations, develop new products, take advantage of future opportunities or respond to competitive pressures or unanticipated business requirements.
Previous wording
We have relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the Common Stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding.
Current wording
We have relied upon cash from financing activities. In the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the Common Stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding.
Previous wording
Potential business combinations and licensing agreements could require significant management attention and prove difficult to integrate, which could divert attention away from management, disrupt our normal course of business, dilute stockholder value, and adversely affect our operating results.
Current wording
Potential business combinations could require significant management attention, prove difficult to integrate, and adversely affect our operating results.
Previous wording
Our business is at an early stage of asset development, and we may not successfully develop, License, or commercialize biotechnology assets.
Current wording
Our biotechnology subsidiary, Northstrive Biosciences, is at an early stage of product development, and we may not develop products that can be successfully commercialized.
Previous wording
Because our future commercial success with respect to the Licensed Products depends on gaining regulatory approval for our products, we cannot generate revenue without obtaining approvals.
Current wording
Because our future commercial success with respect to our Licensed Products (as defined below) depends on gaining regulatory approval, we cannot generate therapeutic revenue without obtaining such approvals.
Previous wording
Our long-term success and generation of revenue with respect to the Licensed Products will depend upon the successful development of these product candidates from our research and development activities. Product development is very expensive and involves a high degree of risk. Only a small number of research and development programs result in the commercialization of a product. For example, the FDA indicates that approximately 70% of drugs proceed past Phase 1 studies, 33% proceed past Phase 2, and just 25%-30% proceed past Phase 3 to Phase 4 which is the final phase in the FDA review and approval process for marketing therapeutic product candidates. The process for obtaining regulatory approval to market product candidates is expensive, usually takes many years, and can vary substantially based on the type, complexity, and novelty of the product candidates involved. Our ability to generate revenue from the Licensed Products would be adversely affected if we are delayed or unable to successfully develop our products.
Current wording
Our long-term success and generation of revenue with respect to the Licensed Products will depend upon the successful development of these product candidates from our research and development activities. Product development is very expensive and involves a high degree of risk. Only a small number of research and development programs result in the commercialization of a product. The process for obtaining regulatory approval to market product candidates is expensive, usually takes many years, and can vary substantially based on the type, complexity, and novelty of the product candidates involved. Our ability to generate revenue from the Licensed Products would be adversely affected if we are delayed or unable to successfully develop our products.
Previous wording
We cannot guarantee that any marketing application for our product candidates will be approved. If we do not obtain regulatory approval of our products or we are significantly delayed or limited in doing so, we cannot generate revenue, and we may need to significantly curtail operations.
Current wording
We cannot guarantee that any marketing application for our product candidates will be approved. If we do not obtain regulatory approval of our products or we are significantly delayed or limited in doing so, we cannot generate therapeutic revenue, and we may need to significantly curtail operations related to Northstrive Biosciences.
Previous wording
The ability to proceed with human clinical trials for our product candidates is contingent upon receiving FDA clearance of our IND submission. If the FDA requires us to provide extensive additional data to demonstrate safety and efficacy, including without limitation, generating additional preclinical data, conducting further toxicology or pharmacology studies or addressing unforeseen issues, we may face significant delays or be unable to proceed as planned. In addition, as one of the first companies pursuing an oral myostatin formulation combined with GLP-1 receptor agonists, we may encounter heightened regulatory scrutiny. Regulators may impose unexpected conditions, mandate more extensive trials or request additional safety and efficacy data, all of which could increase our costs and delay timelines.
Current wording
The ability to proceed with human clinical trials for our product candidates is contingent upon receiving FDA clearance of our eventual IND submission. If the FDA requires us to provide extensive additional data to demonstrate safety and efficacy, including without limitation generating additional preclinical data, conducting further toxicology or pharmacology studies or addressing unforeseen issues, we may face significant delays or be unable to proceed as planned. In addition, as one of the first companies pursuing an oral myostatin formulation combined with GLP-1 receptor agonists, we may encounter heightened regulatory scrutiny. Regulators may impose unexpected conditions, mandate more extensive trials or request additional safety and efficacy data, all of which could increase our costs and delay timelines.
Previous wording
We expect to invest material efforts and financial resources in the development of the Licensed Products. Our ability to generate product revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of the Licensed Products.
Current wording
We expect to invest material efforts and financial resources in the development of the Licensed Products. Our ability to generate product revenues from our therapeutic candidates, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of the Licensed Products.
Previous wording
The commercial success of the Licensed Products will depend on several factors, including:
Current wording
The commercial success of the Licensed Products will depend on several factors, including successful completion of preclinical studies and clinical trials; receipt of marketing and pricing approvals from regulatory authorities; obtaining and maintaining patent and trade secret protection for the Licensed Products; establishing and maintaining manufacturing relationships with third parties or establishing our own manufacturing capability; and commercializing our products, if and when approved, whether alone or in collaboration with others.
Previous wording
If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully complete development of, or to successfully commercialize, the Licensed Products, which would materially harm our business. Most pharmaceutical products that do overcome the long odds of drug development and achieve commercialization still do not recoup their cost of capital. If we are unable to design and develop each drug to meet a commercial need far in the future, the approved drug may become a commercial failure and our investment in those development and commercialization efforts will have been commercially unsuccessful.
Current wording
If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully complete development of, or to successfully commercialize, the Licensed Products, which would materially harm our business. Most pharmaceutical products that do overcome the long odds of drug development and achieve commercialization still do not recoup their cost of capital.
Previous wording
Adverse events (“AEs”) or serious adverse events (“SAEs”), that may be observed during clinical trials of the Licensed Products could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt such trials and could cause denial of regulatory approval. If AEs or SAEs are observed in any clinical trials of the Licensed Products, our ability to obtain regulatory approval for the Licensed Products may be negatively impacted.
Current wording
Adverse events or serious adverse events that may be observed during clinical trials of the Licensed Products could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt such trials and could cause denial of regulatory approval. Serious or unexpected side effects caused by an approved product could result in significant negative consequences, including regulatory withdrawal of approval, mandatory labelling changes, additional clinical trials, removal from the marketplace, patient litigation, and reputational damage. These events could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing the Licensed Products.
Previous wording
We license from a third party the rights to product candidates related to the potential prevention and treatment of muscular and obesity-related conditions, and are therefore subject to the risk that we lose the license after investing substantial resources into the research and development of these product candidates.
Current wording
We license from a third party the rights to our therapeutic product candidates and are therefore subject to the risk that we lose this license after investing substantial resources.
Previous wording
Under a License Agreement entered into on April 30, 2024 between MOA Life Plus Co., Ltd., a South Korean corporation (“MOA”) and the Company (“License Agreement”), MOA granted the Company an exclusive license to commercialize under certain of MOA’s patent rights concerning two licensed products,: (i) a clinical stage engineered probiotic expressing myostatin and, (ii) preclinical engineered probiotic expressing dual myostatin & activin-A antigens (collectively, “Licensed Products”). If MOA terminates the License Agreement, or if we breach our obligations under the License Agreement, which include, amongst other things, using commercially reasonable efforts to develop the Licensed Products in accordance with the License Agreement, or the license expires before we can successfully commercialize a product candidate, or investment in research, development, and commercialization efforts for such product candidate(s) would be lost. Additionally, if we or MOA fail to adequately protect or informed the related intellectual property rights relating to the Licensed Products, we may not realize the perceived or potential benefits of the License Agreement.
Current wording
Under the License Agreement with MOA, MOA granted Northstrive Biosciences an exclusive license to commercialize under certain of MOA’s patent rights concerning two Licensed Products: (i) a clinical stage engineered probiotic expressing myostatin (EL-22) and (ii) a preclinical engineered probiotic expressing dual myostatin & activin-A antigens (EL-32). If MOA terminates the License Agreement under the terms thereunder, including, amongst other things, if we breach our obligations under the License Agreement, or the license expires before we can successfully commercialize a product candidate, our investment in research, development, and commercialization efforts for such product candidate(s) would be lost. Additionally, if we or MOA fail to adequately protect the related intellectual property rights relating to the Licensed Products, we may not realize the perceived or potential benefits of the License Agreement.
Previous wording
Our acquired technologies and products under development could be rendered obsolete by technological, regulatory, or medical advances.
Current wording
Our products under development could be rendered obsolete by technological or other medical advances.
Previous wording
Since we expect to continue to rely on third parties to conduct, supervise and monitor pre-clinical and clinical trials with respect to the Licensed Products, if these third parties fail to perform in a satisfactory manner and one that meets applicable regulatory, scientific and safety requirements, it may materially harm our business.
Current wording
Since we rely on third parties to conduct, supervise and monitor pre-clinical and clinical trials, their failure to perform satisfactorily may materially harm our business.
Previous wording
We will rely on CROs and other third parties to ensure the proper and timely conduct of our pre-clinical and clinical trials for the Licensed Products. While we establish agreements governing the activities of such CROs and other third parties, we and our partners will have limited influence over their actual performance. Nevertheless, we and our partners will be responsible for ensuring that each of our clinical trials is conducted in accordance with its protocol, and that all legal, regulatory and scientific standards are met. Our reliance on the CROs and other third parties does not relieve us of our regulatory responsibilities.
Current wording
We rely on contract research organizations (“CROs”) and other third parties to ensure the proper and timely conduct of our pre-clinical and clinical trials for the Licensed Products. While we have agreements governing the activities of such CROs and other third parties, we cannot guarantee the actual performance of these CROs and third parties. Nevertheless, we will be responsible for ensuring that each of our clinical trials is conducted in accordance with its protocol, and that all legal, regulatory and scientific standards are met. Our reliance on CROs and other third parties does not relieve us of our regulatory responsibilities.
Previous wording
Because third parties may be developing competitive products without our knowledge, we may later learn that competitive products are superior to the Licensed Products which may force us to terminate our research efforts of one or more product candidates.
Current wording
Because third parties may be developing competitive products without our knowledge, we may later learn that competitive products are superior to the Licensed Products.
Previous wording
We face potential competition from companies that may be developing competitive products that are superior to one or more of the Licensed Products. If in the future, we learn of the existence of one or more competitive products, we may be required to:
Current wording
We face potential competition from companies that may be developing competitive products that are superior to one or more of the Licensed Products. If in the future we learn of the existence of one or more competitive products, we may be required to cease our development efforts for a product candidate, cause a partner to terminate its support of a product candidate, or cause a potential partner to terminate discussions about a potential license. Any of these events may occur after we have expended substantial amounts in connection with the clinical research of one or more product candidates.
Previous wording
To sustain our continued growth, we will need to increase the size of our organization, and we may encounter difficulties managing our growth, which could adversely affect our results of operations.
Current wording
To sustain our growth, we will need to increase the size of our organization, and we may encounter difficulties managing growth across multiple subsidiaries.
Previous wording
We may experience growth in the number of our employees and the scope of our operations. To that extent, the resulting growth and expansion of our sales force will place a significant demand on our financial, managerial and operational resources. We may not be able to accurately forecast the number of employees required, the timing of their hire or the associated costs with our expansion and/or our entrance into new markets. The extent of any expansion we may experience will be driven largely by the success of our new products. As a result, management’s ability to project the size of any such expansion and its cost to the company is limited by the following uncertainties: (i) we will not have previously sold any of the new products and the ultimate success of these new products and applications is unknown; (ii) we will be entering new markets; and (iii) the costs will be partially driven by factors that may not be fully in our control (e.g., timing of hiring, market salary rates, ability to hire new managerial and senior staff). Our success will also depend on the ability of our executive officers and senior management to continue to implement and improve our operational, information management and financial control systems to comply with the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, and to expand, train and manage our employee base. Our inability to manage growth effectively could cause our operating costs to grow even faster than we are currently anticipating and adversely affect our results of operations.
Current wording
If we are able to successfully grow our operating subsidiaries and execute additional acquisitions, we may experience significant growth in the number of our employees and the scope of our operations across disparate industries. The resulting growth will place significant demands on our financial, managerial and operational resources. We may not be able to accurately forecast the number of employees required, the timing of their hire or the associated costs of expansion. Our success will depend on the ability of our executive officers and senior management to implement and improve operational, information management and financial control systems across multiple businesses and to expand, train and manage our employee base. Our inability to manage growth effectively may cause our operating costs to grow faster than anticipated and adversely affect our results of operations.
Previous wording
If we fail to protect or enforce our intellectual property or confidential proprietary information relating to our current and any future medical aesthetics products or medical aesthetics pipeline product, others could compete against us more directly and we may not be able to compete effectively in our market.
Current wording
If we fail to protect or enforce our intellectual property, others could compete against us more directly and we may not be able to compete effectively in our market.
Previous wording
Our success depends in part on our ability to protect our intellectual property rights. We rely on a combination of trademarks, trade secrets, confidential proprietary information, domains, patent rights and other intellectual property rights to protect our intellectual property. We also rely on and patent applications licensed by us for the Licensed Products which we are contractually obligated to file, prosecute and maintain under our License Agreement with MOA. Patent protection is limited in time, and we may be unsuccessful in developing and commercializing a product before a patent expires and the underlying technology becomes available for commercialization by competitors, in which case our investment of substantial time and resources towards the applicable product or product candidate could be lost without the realization of the benefits we anticipated or sought.
Current wording
Our success depends in part on our ability to protect our intellectual property rights. We rely on a combination of trademarks, trade secrets, confidential proprietary information, domains, patent rights and other intellectual property rights to protect our intellectual property. We also rely on patent applications licensed by us for the Licensed Products which we are contractually obligated to file, prosecute and maintain under our License Agreement with MOA. Patent protection is limited in time, and we may be unsuccessful in developing and commercializing a product before a patent expires and the underlying technology becomes available for commercialization by competitors, in which case our investment of substantial time and resources towards the applicable product or product candidate could be lost without the realization of the benefits we anticipated.
Previous wording
Certain parts of our know-how and technology are not patentable or are trade secrets. To protect our proprietary position in such know-how and technology, we have entered and intend to require all employees, consultants, advisors and collaborators to enter into confidentiality and invention ownership agreements with us. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Further, in the absence of patent protection, competitors who independently develop substantially equivalent technology may harm our business. There can be no assurances that we will be able to enforce these agreements or alternatively, these agreements may be deemed to be unenforceable. If we cannot adequately protect or enforce our intellectual property rights, we may not be able to adequately compete, and our business and prospects could be adversely affected.
Current wording
Certain parts of our know-how and technology are not patentable or are trade secrets. To protect our proprietary position in such know-how and technology, we have entered and intend to require all employees, consultants, advisors and collaborators to enter into confidentiality and invention ownership agreements with us. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. In the absence of patent protection, competitors who independently develop substantially equivalent technology may harm our business. If we cannot adequately protect or enforce our intellectual property rights, we may not be able to adequately compete, and our business and prospects could be adversely affected.
Previous wording
We may not be able to protect our proprietary technology, which could harm our ability to operate profitably.
Current wording
We may not be able to protect our proprietary technology, which may harm our ability to operate profitably.
Previous wording
The molecular biology and bioprocessing industries place considerable importance on obtaining patent and trade secret protection for new technologies, medical aesthetics products and processes. Our success will depend, to a substantial degree, on our ability to obtain and enforce patent protection for our products, preserve any trade secrets and operate without infringing the proprietary rights of others. We cannot assure you that:
Current wording
The molecular biology and bioprocessing industries place considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. Our success will depend, to a substantial degree, on our ability to obtain and enforce patent protection for our products, preserve any trade secrets and operate without infringing the proprietary rights of others. We cannot assure you that we will succeed in obtaining any patents or obtain them in a timely manner; that the use of our technology will not infringe on the proprietary rights of others; that patent applications relating to our product candidates will result in the issuance of any patents; that we will be successful in monitoring, enforcing or otherwise protecting our patents or other intellectual property rights; or that patents will not be issued to other parties which may be infringed by our potential products or technologies.
Previous wording
If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our target markets and our business may be adversely affected.
Current wording
If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our target markets.
Previous wording
Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential partners or customers in our target markets. If we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected.
Current wording
Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential partners or customers in our target markets. If we are unable to establish name recognition based on our trademarks and trade names, our business may be adversely affected.
Previous wording
Competitors in the field of aesthetics have developed large portfolios of patents and patent applications in fields relating to our business. Additionally, there may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages and/or we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Further, if a patent infringement suit were brought against us, during the pendency of the litigation, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. If we are unable to effectively navigate intellectual property risks, our ability to license, develop, and commercialize our biotechnology assets could also be negatively impacted.
Current wording
Our research, development and commercialization activities may infringe or otherwise violate or be alleged to infringe or otherwise violate patents owned or controlled by other parties. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful, could cause us to pay substantial damages or be forced to stop or delay research, development, manufacturing or sales of the applicable product or product candidate.
Previous wording
A third party may hold intellectual property, including patent rights that are important or necessary to the development of our future products. It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our prospective products, in which case we would be required to obtain a license from these third parties. There can be no assurance that such third parties will grant us the necessary licenses on commercially reasonable terms or at all. Failure to obtain such licenses on commercially reasonable terms could limit or eliminate our ability to develop or commercialize our future product candidates, which would have a negative impact on our business and results of operations.
Current wording
A third party may hold intellectual property, including patent rights, that are important or necessary to the development of our future products. It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our prospective products, in which case we would be required to obtain a license from these third parties. Failure to obtain such licenses on commercially reasonable terms may limit or eliminate our ability to develop or commercialize our future product candidates, which may have a negative impact on our business and results of operations.
Previous wording
Government regulations and private party actions relating to the marketing and advertising of biotechnology and pharmaceutical products may restrict, inhibit, or delay commercialization efforts.
Current wording
Government regulations relating to marketing and advertising may restrict, inhibit or delay our ability to sell our products.
Previous wording
We may incur product liability or intellectual property claims that could harm our business.
Current wording
We may incur product liability claims that could harm our business, and past product liability claims relating to our previously divested Elevai Skincare products could still adversely affect our business.
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Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Serious or unexpected side effects caused by an approved product could result in significant negative consequences, including the following:
Previous report — wording carried elsewhere
These events could prevent us or our partners from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing the Licensed Products and impair our ability to generate revenues from the commercialization of these products.
Previous report — wording carried elsewhere
Any of these events may occur after we have spent substantial sums in connection with the clinical research of one or more product candidates.
Previous report — wording carried elsewhere
Should we collaborate with others in the development and commercialization of potential products, those expected product pipeline timelines may be delayed if collaborators fail to conduct these activities in a timely manner, or at all. In addition, our potential collaborators could terminate their agreements with us, and we may not receive any development or milestone payments. If we do not achieve milestones set forth in the agreements, or if our collaborators breach or terminate their collaborative agreements with us, our business may be materially harmed.