Skip to main content

CASSAVA SCIENCES INC

For the period ended Dec 31, 2024. Filed Mar 3, 2025.

View on SEC.gov

About 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.

FY2024 · Filed Mar 3, 2025

FLNA$0.49+8.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Table of Contents

FORM 10-K

INDEX

Page
PART I
Item 1.Business6
Item 1A.Risk Factors34
Item 1B.Unresolved Staff Comments78
Item 1C.Cybersecurity78
Item 2.Properties78
Item 3.Legal Proceedings79
Item 4.Mine Safety Disclosures79
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities79
Item 6.[Reserved]80
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations81
Item 7A.Quantitative and Qualitative Disclosures About Market Risk90
Item 8.Consolidated Financial Statements and Supplementary Data90
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115
Item 9A.Controls and Procedures115
Item 9B.Other Information116
Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspection116
PART III
Item 10.Directors and Executive Officers and Corporate Governance116
Item 11.Executive Compensation118
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters118
Item 13.Certain Relationships and Related Transactions, and Director Independence119
Item 14.Principal Accountant Fees and Services119
PART IV
Item 15.Exhibits and Consolidated Financial Statement Schedules119
Signatures122

Part I

FORWARD-LOOKING STATEMENTS AND NOTICES

This Annual Report on Form 10-K, including the portions of our definitive Proxy Statement incorporated by reference herein, contains “forward-looking statements”. All statements other than statements of present or historical facts contained in this Annual Report, including statements anticipating or otherwise relating to our future results of operations and financial position, future results of clinical trials, business strategy, plans and objectives for future operations, and anticipated events or trends, are forward-looking statements. In some cases, forward-looking statements are identified by terms such as “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negatives of these terms or other comparable terminology.

Examples of forward-looking statements include, but are not limited to, statements about:

●the safety profile or treatment benefits, if any, of simufilam;
●our reliance on third-party contractors to conduct all of our clinical and non-clinical trials and to make drug supply, or their ability to do so on-time or on-budget;
●limitations around the interpretation of data from any studies that are not randomized controlled trials;
●the ability of clinical scales to assess cognition or health with respect to Alzheimer’s disease;
●our plans or ability to expand therapeutic indications for simufilam outside of Alzheimer’s disease;
●our ability to conduct planned preclinical studies of simufilam relating to epilepsy in Tuberous Sclerosis Complex (TSC)
●our ability to initiate, conduct or analyze additional clinical and non-clinical studies with our product candidates targeted at Alzheimer’s disease, TSC-related epilepsy and other central nervous system disorders;
●the impact of pre-clinical findings on our ability to develop our product candidates;
●the interpretation of results from our pre-clinical or early clinical studies, such as Phase 1 and Phase 2 studies;
●our plans to further develop SavaDx, our investigational blood-based diagnostic product candidate;
●the safety, efficacy, or potential therapeutic benefits of our product candidates;
●our use of exploratory ‘research use only’ non-safety related biomarkers in our clinical studies;
●our ability to file for and obtain regulatory approval of our product candidates;
●our strategy and ability to establish an infrastructure to commercialize any product candidates, if approved;
●the potential future revenues of our product candidates, if approved and commercialized;
●the market acceptance of our product candidates, if approved and commercialized;
●the pricing and reimbursement of our product candidates, if approved and commercialized;
●the utility of protection, or the sufficiency, of our intellectual property;
●our potential competitors or competitive products for the treatment of Alzheimer’s disease and other therapeutic areas we may elect to pursue;
●our need to raise new capital from time to time to continue our operations or to expand our operations;
●our use of multiple third-party vendors and collaborators, including a Clinical Research Organization (CRO), to conduct clinical and non-clinical studies of simufilam;
●expectations regarding trade secrets, technological innovations, licensing agreements and outsourcing of certain business functions;
●our ability to successfully carry out our obligations under our License Agreement (as defined below) with Yale University (“Yale”), for which we have assumed all responsibility for global development and commercialization for simufilam for the treatment of TSC-related epilepsy;
●our expenses or incurred costs increasing by material amounts in excess of budgeted amounts due to unexpected cost overruns, imperfect forecasting, increased scope of activities or other causes;
●fluctuations in our financial or operating results;
●our operating losses, anticipated operating and capital expenditures and legal expenses;
●expectations regarding the issuance of shares of common stock, options or other equity to employees or directors pursuant to equity compensation awards, net of employment taxes;
●the development and maintenance of our internal information systems and infrastructure;
●our ability to minimize the likelihood and impact of adverse cybersecurity incidents in our information systems and infrastructure;
●our need to hire additional personnel and our ability to attract and retain such personnel;
●existing or emerging regulations and regulatory developments in the United States and other jurisdictions in which we operate;
●our expectations regarding the appropriate size and scope of our operations;
●the sufficiency of our cash resources to continue to fund our operations;
●potential future agreements with third parties in connection with the commercialization of our product candidates;
●the accuracy of our estimates regarding expenses, loss contingency reserves, capital requirements, and needs for additional financing;
●assumptions and estimates used for our disclosures regarding stock-based compensation;
●the expense, timing and outcome of pending or future litigation or other legal proceedings and claims, including U.S. government inquiries; and
●litigation, claims or other uncertainties that may arise from allegations made against us or our former employees or collaborators.

The forward-looking statements in this Annual Report are based on our beliefs, assumptions and expectations of our future performance, events and developments, based on currently available information and plans. Forward-looking statements involve risks and uncertainties, and our actual results and the timing of events may differ materially from those discussed in the forward-looking statements. Such forward-looking statements include, but are not limited to, those described in “Item 1A. Risk Factors”, and investors should consider such risks before investing in our Company. Accordingly, you should not place undue reliance upon any forward-looking statements.

We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will affect us or our operations in the way we expect.

The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

This Annual Report on Form 10-K may also contain statistical data and drug information received from our independent consultants or based on industry publications or other publicly available information. We have not independently verified the accuracy or completeness of the data contained in these sources of data and information. Although we believe that such sources are reliable, we make no representations as to the accuracy or completeness of such data and information. You are cautioned not to give undue weight to such data and information.

In addition, statements that “we believe” or similar statements reflecting our beliefs, views, and opinions on the relevant subject are based upon information available to us as of the date of this Annual Report. 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 involve a number of assumptions and limitations, and you are cautioned not to unduly rely upon these statements.

Our research programs in neurodegeneration have historically benefited from scientific and financial support from the National Institutes of Health (NIH). The contents of this Annual Report are solely our responsibility and do not represent any views of NIH, the Department of Health and Human Services, or any other agency of the United States government, or any of our vendors, collaborators or unrelated third-parties*.*

All our pharmaceutical assets under development are investigational product candidates. These have not been approved for use in any medical indication by any regulatory authority in any jurisdiction and their safety, efficacy or other desirable attributes, if any, have not been established in any patient population. Consequently, none of our product candidates are approved or available for sale anywhere in the world.

Our clinical results from earlier-stage clinical trials may not be indicative of future results from later-stage or larger scale clinical trials and do not ensure regulatory approval. You are cautioned that subsequent results may differ materially.

Other than our Phase 3 trials, all of our earlier-stage clinical trials have involved a relatively small number of patients and limited data. Information and results generated from our early-stage studies do not constitute, and should not be interpreted as, evidence of safety or efficacy for simufilam in Alzheimer’s disease. Rigorous evidence for drug safety and efficacy is required for regulatory approval and is derived from one or more large, randomized, placebo-controlled Phase 3 studies. The design and limited size of our early-stage studies may introduce clinical or statistical bias or may generate results that may not fully distinguish between drug effects, if any, placebo effects and random variation. Different methods of statistical analysis on clinical data from the same study may lead to objectively different numerical results. These and other statistical and clinical features of our early-stage clinical studies add complexity or limitations to the scope of data interpretation. In addition, ‘top-line results’ is a summary of the clinical data prior to the completion of a full and final audit or quality-control of the clinical database. We generally communicate top-line results so that our stakeholders have timely access to a summary of a study’s findings prior to us receiving the final dataset. Final data may change from initial top-line data.

Unless otherwise noted, all clinical data in this Annual Report is statistically non-significant at a standard probability level of p<0.05. In addition, from time to time, our scientific research may include the use of exploratory biomarkers, typically labelled ‘research use only.’ They are understood to mean non-safety-related, investigational diagnostic products that are in the research phase of development and have not been approved by any regulatory agency to be effective, sensitive, specific, accurate, predictive or linked to a specific diagnosis or indication. At present there is no sufficiently reliable evidence that any observed treatment effect on such biomarkers is reasonably likely to predict clinical benefit.

National Clinical Trial (NCT) is an eight-digit identification number that http://www.ClinicalTrials.gov assigns a clinical study when it is registered with the National Library of Medicine, which is operated by the United States government.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.