MGX on Nasdaq

Metagenomi Therapeutics, Inc.

Metagenomi Therapeutics, Inc. is a biological products company that raised $271.2 million in 2022 (SEC Form D).1 It is headquartered in Emeryville, California.1 Its shares trade on Nasdaq under the symbol MGX.1

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Last updated Oct 20, 2026.

Overview

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  • TickerMGX on Nasdaq1
  • IndustryBiological Products, (No Diagnostic Substances)1
  • HeadquartersEmeryville, California1
  • Business address5959 Horton Street, 7Th Floor, Emeryville, Ca 946082
  • Filer category, Emerging growth company2
  • Legal formLimited Liability Company

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-380.9%Operating margin3
-348.5%Net margin3
-51.8%Revenue growth, 20253
-55.4%Return on equity3
-$89.5MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development100¢$94.4M
  • Income tax0¢$58.0K

Out of $25.2M in revenue.3 The company lost money this year.

Financial statements

Revenue43$25.2M in 2025−44% since 2023
0$20.0M$40.0M$60.0M2023: $44.8M$44.8M20232024: $52.3M$52.3M2024+17%2025: $25.2M$25.2M2025−52%
Operating income43-$96.0M in 2025+22% since 2023
-$100.0M-$75.0M-$50.0M-$25.0M02023: -$78.5M-$78.5M20232024: -$88.9M-$88.9M2024+13%2025: -$96.0M-$96.0M2025+8%
Net income43-$87.9M in 2025+29% since 2023
-$100.0M-$75.0M-$50.0M-$25.0M02023: -$68.3M-$68.3M20232024: -$78.1M-$78.1M2024+14%2025: -$87.9M-$87.9M2025+13%
Fiscal year2022202320242025
Revenue$44.8M4$52.3M3$25.2M3
Research and development$94.4M4$109.2M3$94.4M3
Operating expenses$123.2M4$141.2M3$121.2M3
Operating income-$78.5M4-$88.9M3-$96.0M3
Income before tax-$60.2M4-$83.6M3-$87.9M3
Income tax$8.0M4-$5.5M3-$58.0K3
Net income-$68.3M4-$78.1M3-$87.9M3
Earnings per share-$20.054-$2.363-$2.363
Earnings per share (diluted)-$20.054-$2.363-$2.363
Shares (weighted, basic)3.4M shares433.0M shares337.3M shares3
Shares (weighted, diluted)3.4M shares433.0M shares337.3M shares3

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Corporate structure

Metagenomi Therapeutics, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Metagenomi Therapeutics, Inc.

  • Brian C. Thomas Filed SCHEDULE 13G on Metagenomi Therapeutics, Inc., latest Sep 10, 2026
  • BAYER HEALTHCARE LLC Filed SC 13G on Metagenomi Therapeutics, Inc., latest Nov 6, 2024
  • Sozo Ventures III, L.P. Filed SC 13G on Metagenomi Therapeutics, Inc., latest May 10, 2024
  • Metagenomi Therapeutics, Inc. Emeryville, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Metagenomi Therapeutics, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$28.2M3 Dec 31, 2025$29.0M3 Dec 31, 2024−2.6%
Accumulated depreciation$16.0M3 Dec 31, 2025$11.3M3 Dec 31, 2024+41.6%
Property and equipment, net$12.3M3 Dec 31, 2025$17.7M3 Dec 31, 2024−30.7%
Finance-lease assets$03 Dec 31, 2025$03 Dec 31, 2024
Operating-lease assets (leased space)$35.1M3 Dec 31, 2025$39.9M3 Dec 31, 2024−12.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$41.7M3 Dec 31, 2025$27.4M3 Dec 31, 2024+52.3%
Marketable securities, current$119.1M3 Dec 31, 2025$220.9M3 Dec 31, 2024−46.1%
Debt securities available for sale$159.8M3 Dec 31, 2025$247.1M3 Dec 31, 2024−35.3%
Long-term investments$2.2M3 Dec 31, 2025$3.4M3 Dec 31, 2024−37.5%

Properties, in its own words

Our corporate headquarters is located in Emeryville, California, where we sublease and occupy approximately 75,662 square feet of combined office, research and laboratory space at 5959 Horton Street, 7th Floor, Emeryville, California 94608. The current term of our sublease expires in March 2031. The company also leases approximately 23,155 square feet of office space at 1485 Park Avenue, Emeryville, California 94608 and approximately 23,851 square feet of laboratory and office space at 1545 Park Avenue, Emeryville, California 94608.

We believe that our facilities are adequate for our current needs and for the foreseeable future. To meet the future needs of our business, we may lease additional or alternate space. We believe that suitable additional or substitute space at commercially reasonable terms will be available as needed to accommodate any future expansion of our operations.

Item 2 of the 10-K filed Mar 5, 2026.7

Leadership

Who has led Metagenomi Therapeutics, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jian Irish2025–now

Chief financial officer

  1. Pamela Wapnick2024–now
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorBrian C. Thomas named Feb 7, 2022 to Jan 11, 202321
  • DirectorRisa C. Stack named Feb 7, 2022 to Jan 11, 202321
  • DirectorSanthosh C. Palani named Jan 11, 202321
  • ManagerSantosh Palani named Feb 7, 202222

Former names

  • Metagenomi, Inc.Aug 31, 2023 to Jan 12, 20262
  • Metagenomi Technologies, LLCAug 16, 2019 to Jan 18, 20242

Timeline

  1. Sep 22, 20268-K Regulation FD disclosure23
  2. Aug 10, 20268-K Results of operations24
  3. Jun 10, 20268-K Executive or director change; Shareholder vote25
  4. May 11, 20268-K Results of operations; Regulation FD disclosure26
  5. Mar 5, 20268-K Results of operations27
  6. Jan 12, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure28
  7. Dec 1, 2025New chief executive Jian Irish becomes CEO8
  8. Nov 12, 20258-K Results of operations; Regulation FD disclosure29
  9. Oct 1, 20258-K Entered a material agreement; Ended a material agreement30
  10. Aug 12, 20258-K Results of operations; Regulation FD disclosure31
  11. Jun 11, 20258-K Shareholder vote32
  12. May 14, 20258-K Other events33
  13. May 13, 20258-K Results of operations; Regulation FD disclosure34

Filings

151 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 23 major events, 73 insider forms, 3 large holders, 2 private raises, 39 other. The latest 20:

  1. Sep 22, 20268-K EDGAR
  2. Sep 11, 20264 EDGAR
  3. Sep 10, 2026SCHEDULE 13G EDGAR
  4. Sep 10, 20264 EDGAR
  5. Sep 10, 20264 EDGAR
  6. Sep 10, 20264 EDGAR
  7. Aug 10, 202610-Q EDGAR
  8. Aug 10, 20268-K EDGAR
  9. Jun 11, 20264 EDGAR
  10. Jun 11, 20264 EDGAR
  11. Jun 11, 20264 EDGAR
  12. Jun 11, 20264 EDGAR
  13. Jun 10, 20264 EDGAR
  14. Jun 10, 20264 EDGAR
  15. Jun 10, 20264 EDGAR
  16. Jun 10, 20268-K EDGAR
  17. May 11, 202610-Q EDGAR
  18. May 11, 20268-K EDGAR
  19. Apr 27, 2026ARS EDGAR
  20. Apr 27, 2026DEFA14A EDGAR

The 151 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

29 open-market trades by officers, directors and large owners since October 2021: 3 buys and 26 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 9, 2026Reid LaurenceDirectorBuy20,000$1.17$23.4KForm 4
Sep 8, 2026Wein MatthewSee RemarksSale358$1.16$415Form 4
Sep 8, 2026Irish JianSee RemarksSale2,140$1.16$2.5KForm 4
Sep 8, 2026Wapnick PamelaChief Financial OfficerSale1,911$1.16$2.2KForm 4
Jun 5, 2026Wapnick PamelaChief Financial OfficerSale2,884$1.30$3.7KForm 4
Jun 5, 2026Irish JianSee RemarksSale3,737$1.30$4.9KForm 4
Jun 5, 2026Wein MatthewSee RemarksSale558$1.30$725Form 4
Mar 5, 2026Wapnick PamelaChief Financial OfficerSale1,581$1.60$2.5KForm 4
Mar 5, 2026Wein MatthewSee RemarksSale482$1.60$771Form 4
Mar 5, 2026Irish JianSee RemarksSale1,607$1.60$2.6KForm 4
Dec 5, 2025Thomas Brian C.DirectorSale3,830$1.77$6.8KForm 4
Dec 5, 2025Wein MatthewSee RemarksSale199$1.77$352Form 4
Dec 5, 2025Wapnick PamelaChief Financial OfficerSale1,576$1.77$2.8KForm 4
Dec 5, 2025Irish JianSee RemarksSale1,602$1.77$2.8KForm 4
Sep 5, 2025Thomas Brian C.DirectorSale2,701$1.81$4.9KForm 4
Sep 5, 2025Wapnick PamelaChief Financial OfficerSale1,576$1.81$2.9KForm 4
Sep 5, 2025Irish JianSee RemarksSale1,602$1.81$2.9KForm 4
Sep 5, 2025Wein MatthewSee RemarksSale199$1.81$360Form 4
Jun 6, 2025Wein MatthewSee RemarksSale199$1.75$348Form 4
Jun 6, 2025Noonberg Sarah B.Chief Medical OfficerSale5,239$1.75$9.2KForm 4

All 29 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jian IrishPh.D., M.B.A.$570.7K$1.7M38
2025Brian C. ThomasPh.D.$563.0K$1.4M38
2025Pamela WapnickM.B.A.60$464.0K$935.0K38
2025Matthew L. WeinJ.D.55$407.2K$756.4K38
2024Former ChiefExecutive Officer$628.3K$6.1M38
2024President and Chief Executive Officer$536.3K$3.8M38
2024Chief Financial Officer$445.0K$3.6M38

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 20, 2022Raised $95.8 million in a private offering of equity Form D: $100 million offered in all Form D
  2. Jan 21, 2022Raised $175.4 million in a private offering of equity Form D: 29 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 43. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,077,700$1.3M0.0%+19,756
Renaissance Technologies LLC742,400$883.5K0.0%−45,500
Catalio Capital Management, LP528,993$629.5K0.1%No change
Peapod Lane Capital LLC525,024$624.8K0.4%+8,263
Two Sigma Investments, LP513,701$611.3K0.0%+16,934
Bridgeway Capital Management, LLC400,300$476.4K0.0%+4,500
Wells Fargo & Company/mn379,508$451.6K0.0%+177,370
Geode Capital Management, LLC288,665$343.7K0.0%−69,535
Pura Vida Investments, LLC264,391$314.6K0.9%No change
BlackRock, Inc.257,631$306.6K0.0%+27,497
Vanguard Fiduciary Trust Co171,251$203.8K0.0%+1,077
Jacobs Levy Equity Management, Inc160,000$190.4K0.0%−222,153
State Street Corp119,850$142.6K0.0%−577
Millennium Management LLC114,025$135.7K0.0%−56,079
Man Group plc109,130$129.9K0.0%+30,494
Resolute Advisors LLC89,944$107.0K0.0%No change
Marquette Asset Management, LLC72,121$85.8K0.0%New
Northern Trust Corp68,938$82.0K0.0%−6,234
RBF Capital, LLC64,021$76.2K0.0%No change
XTX Topco Ltd55,707$66.3K0.0%+15,125
Bbr Partners, LLC53,403$63.5K0.0%No change
Jane Street Group, LLC38,396$45.7K0.0%−113,044
Fortitude Advisory Group L.L.C.37,190$44.3K0.0%No change
Citadel Advisors LLC17,851$21.2K0.0%+858
Qube Research & Technologies Ltd16,850$20.1K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Metagenomi Therapeutics, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMetagenomi Therapeutics, Inc.1
  • CIK0001785279
  • Employer ID (EIN)81-39090177
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address5959 Horton Street, 7Th Floor, Emeryville, CA 946081
  • Phone(510) 871-48801
  • Shares outstanding37,777,105 as of Aug 6, 20266
  • Public float$50.9M as of Jun 30, 20257
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceAug 16, 20191
  • Filings154 in all: 4 (58), 8-K (23), 3 (15), 10-Q (8), CORRESP (8), D (5), UPLOAD (4), 10-K (3)1
    All 26 form types

    S-1/A (3), S-8 (3), 144 (2), ARS (2), DEF 14A (2), DEFA14A (2), DRS/A (2), EFFECT (2), SC 13G (2), SEC STAFF LETTER (2), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRSLTR (1), S-1 (1), S-3 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Sep 22, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareMGXThe Nasdaq Global Select Market

From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Metagenomi Therapeutics, Inc. names in Item 1A of its 10-K filed Mar 5, 2026: 73 risks under these headings, as written.7

  • Risks Related to Financial Position and Need for Capital
  • We have incurred significant losses since inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
  • We have never generated revenue from product sales and may never become profitable.
  • Our operations will require substantial additional funding. If we are unable to raise additional capital when needed on acceptable terms, or at all, we may be forced to delay, reduce, or terminate certain of our research and product development programs, future commercialization efforts or other operations.
  • Our short operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
  • Our future ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in tax laws or in their implementation or interpretation may adversely affect our business and financial condition.
  • Risks Related to Business, Technology, and Industry
  • We are very early in our development efforts, and we have not yet initiated clinical development of any product candidate. As a result, we expect it will be many years before we commercialize any product candidate, if ever. If we are unable to advance our future product candidates into and through clinical trials, obtain regulatory approval and ultimately commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed.
  • We are subject to additional development challenges and risks due to the novel nature of our genome editing technology.
  • Clinical drug development involves a lengthy and expensive process, with an uncertain outcome. Because genome editing is relatively novel and the regulatory landscape that will govern our potential product candidates is uncertain and may change, we cannot predict the time and cost of obtaining regulatory approval, if we receive it at all, for our potential product candidates.
  • The genome editing field is relatively new and is evolving rapidly. We are focusing our research and development efforts on genome editing using programmable nucleases, base editing, and RNA and DNA-mediated integration systems (including prime editors and CRISPR-associated (“Cas”) transposases), but other genome editing technologies may be discovered that provide significant advantages over such technologies, which could materially harm our business.
The other 63 risks
  • If any of the product candidates we may develop or the delivery modes we rely on cause undesirable side effects, it could delay or prevent their development or potential regulatory approval, limit the commercial potential or result in significant negative consequences following any potential regulatory approval.
  • Positive results from early preclinical studies of any product candidates we may develop may not necessarily be predictive of the results of later preclinical studies and any future clinical trials of such product candidates. If we cannot replicate the positive results from our earlier preclinical studies of any product candidates we may develop in our later preclinical studies and future clinical trials, we may be unable to successfully develop, obtain regulatory approval for and commercialize such product candidates.
  • We may also consider additional delivery modes, which may carry additional known and unknown risks.
  • We may find it difficult to enroll patients in our future clinical trials given the limited number of patients who have the diseases any product candidates we identify or develop are intended to target. If we experience delays or difficulties in the enrollment of patients in clinical trials, our clinical development activities and our receipt of necessary regulatory approvals could be delayed or prevented.
  • Genetic therapies are novel, and any product candidates we develop may be complex and difficult to manufacture. We could experience delays in satisfying regulatory authorities or production problems that result in delays in our development programs, limit the supply of the product candidates we may develop or otherwise harm our business.
  • We face significant competition in an environment of rapid technological change, and there is a possibility that our competitors may achieve regulatory approval before us or develop therapies that are safer or more advanced or effective than ours, which may harm our financial condition and our ability to successfully market or commercialize any product candidates we may develop.
  • Adverse public perception of genome editing and cellular therapy products may negatively impact demand for, or regulatory approval of, any product candidates we may develop.
  • The commercial success of any of the product candidates we may develop will depend upon the degree of market acceptance by physicians, patients, third-party payors and others in the medical community.
  • We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • If, in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market products based on our technologies, we may not be successful in commercializing our future product candidates if and when any such product candidates are approved and we may not be able to generate any revenue.
  • Due to the novel nature of our technology and the potential for any product candidates we may develop to offer therapeutic benefit in a single administration or limited number of administrations, we face uncertainty related to pricing and reimbursement for such product candidates.
  • If we are not able to establish collaborations on a timely basis, on commercially reasonable terms, or at all, we may have to alter, reduce or delay our development and commercialization plans, or increase our expenditures to fund development or commercialization activities at our own expense.
  • Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
  • We face risks related to health epidemics, pandemics and other widespread outbreaks of contagious disease, which could significantly disrupt our operations, impact our financial results or otherwise adversely impact our business.
  • Our operations are vulnerable to interruption by disasters, terrorist activity, pandemics and other events beyond our control, which could harm our business.
  • We use artificial intelligence in our business, and challenges with properly managing its use, as well as uncertainty regarding the legal landscape surrounding the use of AI could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
  • Risks Related to Regulatory, Legal, and Clinical Trials
  • While we intend to seek designations for our potential product candidates with the FDA and comparable foreign regulatory authorities that are intended to confer benefits such as a faster development process or an accelerated regulatory pathway, there can be no assurance that we will successfully obtain such designations. In addition, even if one or more of our potential product candidates are granted such designations, we may not be able to realize the intended benefits of such designations.
  • Healthcare and other reform legislation may increase the difficulty and cost for us and any collaborators we may have to obtain regulatory approval of and commercialize any product candidates we may develop and affect the prices we, or they, may obtain.
  • Because we are developing product candidates in the field of genetic medicines in which there is little clinical experience, there is increased risk that the FDA, the EMA or other regulatory authorities may not consider the endpoints of our clinical trials to provide clinically meaningful results and that these results may be difficult to analyze.
  • If preclinical studies or clinical trials of any product candidates we may identify and develop fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidates.
  • Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize a product candidate we may develop in the United States or any other jurisdiction, and any such approval may be for a more narrow indication than we seek.
  • Even if we, or any of our collaborators or strategic partners, obtain regulatory approvals for any product candidates we may develop, the terms of approvals and ongoing regulation of such product candidates could require the substantial expenditure of resources and may limit how we, or they, manufacture and market such product candidates, which could materially impair our ability to generate revenue.
  • We may not be able to obtain orphan drug designation or exclusivity for our potential product candidates, and even if we do, that designation may not provide an expedited development or regulatory review or approval process and any orphan drug exclusivity we may receive for approved products may not prevent the FDA or the EMA from approving other competing products.
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We can face criminal liability and other serious consequences for violations, which can harm our business.
  • If we or any contract manufacturers and suppliers we engage fail to comply with environmental, health, and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.
  • Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.
  • Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidates that we may develop.
  • Our internal computer and information technology systems, or those of our third-party vendors, collaborators, contractors, consultants or other third parties, may fail, become unavailable, or suffer security incidents or data breaches, loss or leakage of data and other disruptions, which could result in a material disruption of our product development programs, compromise confidential, sensitive or personal information related to our business or prevent us from accessing critical information, potentially exposing us to liability or otherwise adversely affecting our business.
  • Laws and regulations governing any international operations we may have in the future may preclude us from developing, manufacturing and selling certain product candidates we may identify outside of the United States and require us to develop and implement costly compliance programs.
  • We are subject to stringent and often unsettled laws, rules, regulations, policies, standards and contractual obligations related to data privacy and security and changes in such laws, rules, regulations, policies, standards and contractual obligations could adversely affect our business.
  • Risks Related to Third Party Relationships
  • If conflicts arise between us and our collaborators or strategic partners, these parties may act in a manner adverse to us and could limit our ability to implement our strategies.
  • We have entered into collaborations, and may enter into additional collaborations, with third parties for the research, development, manufacture and commercialization of programs or product candidates. If these collaborations are not successful, our business could be adversely affected.
  • Our collaborators and strategic partners may control aspects of our clinical trials, which could result in delays and other obstacles in the commercialization of our proposed products and materially harm our results of operations.
  • Our collaborators or strategic partners may decide to adopt alternative technologies or may be unable to develop commercially viable products with our technology, which would negatively impact our revenues and our strategy to develop these products.
  • We expect to rely on third parties to conduct our clinical trials and some aspects of our research, as well as some aspects of our delivery methods, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research or testing.
  • Manufacturing biologic products is complex and subject to product loss for a variety of reasons. We contract with third parties for the manufacture of certain materials for our development programs and expect to continue to do so for clinical trials and commercialization. This reliance on third parties increases the risk that we will not have sufficient quantities of our future product candidates or products or such quantities at an acceptable cost or quality, which could delay, prevent or impair our development or commercialization efforts.
  • Our relationships with healthcare providers, physicians, and third-party payors will be subject to applicable anti-kickback, fraud and abuse, anti-bribery and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, and diminished profits and future earnings.
  • Risks Related to Personnel, Operations, and Growth
  • We may not realize the expected operational or financial benefits from our organizational changes, which could also have unintended consequences and adversely impact our financial position, results of operations and cash flows.
  • Our future success depends on our ability to retain our Chief Executive Officer and other key executives and to attract, retain, and motivate qualified personnel.
  • We expect to expand our research, development, delivery, manufacturing, commercialization, regulatory, and future sales and marketing capabilities over time, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
  • Disruptions at the FDA and other government agencies caused by funding shortages, a reduction in staffing or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized in a timely manner or at all, which could negatively impact our business.
  • Risks Related to Our Intellectual Property
  • Our commercial success depends on our ability to obtain, maintain, enforce, and otherwise protect our intellectual property and proprietary technology, and if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products and product candidates similar or identical to ours and our ability to successfully develop and commercialize our genome editing systems may be adversely affected.
  • It is difficult and costly to protect our intellectual property and our proprietary technologies, and we may not be able to ensure their protection.
  • Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.
  • Changes in the interpretation of patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • We may not be able to seek or obtain patent protection throughout the world or enforce such patent protection once obtained.
  • In order to protect our competitive position around our future product candidates, we may become involved in lawsuits to enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful and which may result in our patents being found invalid or unenforceable.
  • If we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our genome editing systems.
  • Others may challenge inventorship or claim an ownership interest in our intellectual property which could expose it to litigation and have a significant adverse effect on its prospects.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • We may need to acquire or license additional intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our trademarks of interest and our business may be adversely affected.
  • Intellectual property rights do not necessarily address all potential threats to our business.
  • Risks Related to our Common Stock, and Operating as a Public Company
  • The market price of our common stock has been, and may continue to be, volatile, which could result in substantial losses for investors.
  • We are currently, and may in the future be, subject to securities litigation, which is expensive and could divert management attention. This lawsuit, and potential similar or related lawsuits, could result in substantial damages, divert management’s time and attention from our business, and have a material adverse effect on our financial position, results of operations or cash flows.
  • We have incurred, and continue to incur, increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices.
  • We do not know whether a market will be sustained for our common stock or what the market price of our common stock will be, and, as a result, it may be difficult for you to sell your shares of our common stock.
  • If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.
  • Future sales of our common stock in the public market could cause our stock price to fall.
  • We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
  • Insiders have substantial influence over us, which could limit your ability to affect the outcome of key transactions, including a change of control.
  • We do not expect to pay any dividends for the foreseeable future. Investors may never obtain a return on their investment.

Legal proceedings

From time to time, we may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For information regarding legal proceedings, refer to “Note 8. Commitments and Contingencies – Legal contingencies” in the accompanying “Notes to Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K which information is incorporated by reference herein.

The opening of Item 3, Legal Proceedings.7

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