FILANA THERAPEUTICS, INC.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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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 12, 2026
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Table of Contents
FORM 10-K
INDEX
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 6 |
| Item 1A. | Risk Factors | 20 |
| Item 1B. | Unresolved Staff Comments | 63 |
| Item 1C. | Cybersecurity | 63 |
| Item 2. | Properties | 63 |
| Item 3. | Legal Proceedings | 64 |
| Item 4. | Mine Safety Disclosures | 64 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 64 |
| Item 6. | [Reserved] | 64 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 65 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 74 |
| Item 8. | Consolidated Financial Statements and Supplementary Data | 74 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 101 |
| Item 9A. | Controls and Procedures | 101 |
| Item 9B. | Other Information | 102 |
| Item 9C. | Disclosure Regarding Foreign Jurisdiction that Prevent Inspection | 102 |
| PART III | ||
| Item 10. | Directors and Executive Officers and Corporate Governance | 102 |
| Item 11. | Executive Compensation | 104 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 104 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 105 |
| Item 14. | Principal Accountant Fees and Services | 105 |
| PART IV | ||
| Item 15. | Exhibits and Consolidated Financial Statement Schedules | 105 |
| Signatures | 108 | |
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 certain statements that are considered forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements involve risks and uncertainties and our actual results and the timing of events may differ significantly from the results discussed in the forward-looking statements. Examples of such forward-looking statements include, but are not limited to statements about:
| ● | the timing and conduct of our planned and future potential clinical trials and studies for Simufilam in Tuberous Sclerosis Complex (TSC) and additional indications, including the timing of initiation, enrollment and completion of the trials and the period during which the results of the trials will become available; |
| ● | the safety profile or treatment benefits, if any, of simufilam; |
| ● | our ability to conduct planned preclinical studies of simufilam relating to epilepsy in TSC; |
| ● | our ability to initiate, conduct or analyze additional clinical and non-clinical studies with our product candidates targeted at central nervous system disorders, including TSC-related epilepsy; |
| ● | our ability to successfully carry out our obligations under our license agreement with Yale, for which we have assumed all responsibility for global development and commercialization for simufilam for the treatment of TSC-related epilepsy; |
| ● | our plans or ability to expand therapeutic indications for simufilam outside of TSC-related epilepsy; |
| ● | 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; |
| ● | the interpretation of data from our pre-clinical or early clinical studies, such as Phase 1 and Phase 2 studies, and any studies that are not randomized controlled trials; |
| ● | the impact of pre-clinical findings on our ability to develop 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 therapeutic areas we may elect to pursue; |
| ● | our need to raise new capital from time to time to finance our operations and the impact of macroeconomic conditions on our ability to effectively raise capital; |
| ● | expectations regarding trade secrets, technological innovations, licensing agreements and outsourcing of certain business functions; |
| ● | 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 ability to attract and retain 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) including the potential for negotiated settlements of such matters; and |
| ● | litigation, claims or other uncertainties that may arise from allegations made against us or our former employees or collaborators and the potential resolution of same. |
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 risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors”, and investors should consider such risks before investing in our Company.
We caution you not to place undue reliance on forward-looking statements because our future results may differ materially from those expressed or implied by them. We do not undertake to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Annual Report on Form 10-K, 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. Accordingly, 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.
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 necessarily represent any official 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.
Rigorous evidence for drug safety and efficacy is required for regulatory approval and is derived from one or more large, randomized, placebo-controlled 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.