10-K: Fate Therapeutics Advances Cell Therapies, Reports Reduced Losses
Annual Report
Fate Therapeutics, a clinical-stage biopharmaceutical company, reported reduced net losses in 2025 while advancing its iPSC-derived cellular immunotherapy pipeline for autoimmune diseases and cancer.
Summary
- Fate Therapeutics is a clinical-stage biopharmaceutical company developing off-the-shelf, multiplexed-engineered T-cell and NK cell immunotherapies from induced pluripotent stem cells (iPSCs) for autoimmune diseases and cancer.
- The company reported a net loss of $136.3 million for the year ended December 31, 2025, an improvement from a net loss of $186.3 million in 2024.
- Cash, cash equivalents, and investments totaled $205.1 million as of December 31, 2025.
- Research and development expenses decreased to $107.8 million in 2025 from $135.0 million in 2024, primarily due to lower employee stock-based compensation, depreciation, and third-party consultant expenses.
- General and administrative expenses decreased to $46.5 million in 2025 from $74.2 million in 2024, mainly due to reduced patent and legal expenses and employee stock-based compensation.
- FT819, a CD19-targeted CAR T-cell candidate for moderate-to-severe Systemic Lupus Erythematosus (SLE), received Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA in April 2025.
- Preliminary Phase 1 data for FT819 in SLE patients showed progressive decreases in SLEDAI-2K scores and rapid, deep B-cell depletion, with two lupus nephritis patients achieving complete renal response.
- The company expanded the FT819 Phase 1 trial to include additional B cell-mediated autoimmune diseases: anti-neutrophil cytoplasmic antibody-associated vasculitis (AAV), idiopathic inflammatory myositis (IIM), and systemic sclerosis (SSc).
- FT836, a MICA/B-targeted CAR T-cell candidate for solid tumors, received IND allowance in July 2025, with Phase 1 clinical investigation initiated in November 2025 without conditioning chemotherapy.
- FT522, a CD19-targeted CAR NK cell candidate, completed its Phase 1 trial in relapsed/refractory B-cell lymphoma and received IND allowance in October 2024 for B cell-mediated autoimmune diseases.
- The collaboration with Ono Pharmaceutical for solid tumor candidates (FT825, Candidate 3) continues, with committed funding through June 2026 and potential future milestones up to $843.0 million.
- The company implemented a corporate restructuring in August 2025, reducing its workforce by approximately 12% to streamline operations and extend cash runway.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive update. While the company continues to incur losses and faces significant funding needs, the reduced net loss, successful cost management, and positive clinical and regulatory advancements for its pipeline candidates, particularly the RMAT designation for FT819 and the initiation of conditioning-free trials, demonstrate strong operational progress and de-risking of its novel platform.
Positives
- Net loss decreased to $136.3 million in 2025 from $186.3 million in 2024, indicating improved financial performance.
- FT819 received Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA in April 2025 for moderate-to-severe SLE, which may expedite development and review.
- Preliminary Phase 1 data for FT819 in SLE showed promising activity, including progressive decreases in SLEDAI-2K scores and rapid B-cell depletion, with a favorable safety profile (no DLTs, ICANS, GvHD, low CRS).
- Two lupus nephritis patients treated with FT819 achieved complete renal response (CRR) at 2 and 6 months, respectively.
- The FT819 clinical trial expanded to include additional B cell-mediated autoimmune diseases (AAV, IIM, SSc), broadening the potential market.
- FT836, a novel CAR T-cell for solid tumors, received IND allowance in July 2025 and initiated Phase 1 clinical investigation in November 2025, notably without conditioning chemotherapy.
- Preclinical data for FT836 demonstrated potent and durable CAR-dependent antigen-driven proliferation across diverse solid tumors and potential for combination with Paclitaxel chemotherapy.
- FT522, a CAR NK cell candidate, completed its Phase 1 trial in B-cell lymphoma and received IND allowance for B cell-mediated autoimmune diseases, showing persistence without conditioning chemotherapy in preclinical studies.
- The collaboration with Ono Pharmaceutical continues to provide committed funding for research and preclinical development through June 2026, with potential for significant future milestone payments and royalties.
- The company maintains a strong intellectual property portfolio with over 600 issued patents and 550 pending applications.
Negatives
- The company continues to incur significant net losses, with an accumulated deficit of $1.5 billion as of December 31, 2025.
- Collaboration revenue decreased to $6.6 million in 2025 from $13.6 million in 2024, primarily due to the achievement of a clinical development milestone in 2024 that did not recur.
- Cash, cash equivalents, and investments decreased to $205.1 million as of December 31, 2025, from $280.1 million as of December 31, 2024.
- The company implemented a corporate restructuring in August 2025, including a 12% workforce reduction, indicating ongoing efforts to manage expenses amidst financial challenges.
- The company is subject to multiple ongoing securities class action and derivative lawsuits related to alleged false/misleading statements and the termination of the Janssen Agreement.
- The stock price appreciation milestones liability under the Amended MSKCC License decreased, which could imply a lower stock price or re-evaluation of the likelihood of reaching higher thresholds.
- The company has limited experience in commercializing therapeutic products and will need to develop significant marketing and sales capabilities if products are approved.
Risks
- Product candidates may fail to demonstrate safety, potency, durability, and efficacy, or may cause undesirable side effects, delaying or halting development or preventing regulatory approval.
- Development of product candidates requires substantial additional funding, which, if available, may cause dilution to stockholders, and without which preclinical or clinical development cannot be completed.
- The regulatory approval process for novel product candidates is particularly uncertain, and product candidates could fail to receive regulatory approval for many reasons, including disagreements with regulatory authorities on study design, data interpretation, or manufacturing comparability.
- The company may elect to deprioritize or discontinue clinical development of one or more product candidates due to prioritization, clinical data, or competitive landscape.
- Inability to use iPSC technology and gene-editing technology in product creation would significantly harm the business.
- Delays in initiating, conducting, or completing clinical trials due to difficulties recruiting investigators, enrolling patients, or manufacturing adequate clinical supplies.
- Significant competition in an environment of rapid technological change from other biotechnology and pharmaceutical companies.
- Initial, interim, and preliminary data from preclinical studies or clinical trials may change as more data becomes available and are subject to audit and verification.
- Manufacture and distribution of product candidates is complex and subject to risks, including additional FDA or foreign regulatory requirements, which could limit supply and increase costs.
- Limited experience manufacturing on a clinical scale and no experience on a commercial scale, with potential failures leading to delays or impaired commercialization.
- Dependence on third-party suppliers, including sole source suppliers, for certain equipment and components, with loss of suppliers adversely impacting clinical trials.
- Challenges recruiting and retaining key personnel due to labor market changes and competition.
- Cost fluctuations and inflationary pressures, including increases in prices of materials and labor, may adversely impact operating performance and cash utilization.
- Dependence on strategic partnerships and collaboration arrangements, which if unsuccessful or terminated, could result in delays and obstacles.
- Limited operating history and anticipated continued significant losses for the foreseeable future.
- Inability to protect intellectual property or obtain and maintain patent protection, allowing competitors to develop similar products.
- Failure to comply with obligations under intellectual property license agreements could lead to loss of rights.
- Inability to obtain or maintain necessary rights to product components and processes, leading to more costly or adverse operations.
- Regulatory approval failure from FDA or comparable foreign authorities would prevent or delay commercialization.
- Lack of experience in marketing, sales force, or distribution capabilities could hinder successful commercialization.
- Commercial success depends on market acceptance by physicians, patients, and third-party payers, which may require additional evidence.
- Security breaches, loss of data, and other disruptions could compromise sensitive information and impact operations.
- Principal stockholders and management own a significant percentage of stock, potentially exercising significant control.
- Stock price is subject to fluctuation based on various factors.
- Qualifying as a smaller reporting company and non-accelerated filer, and complying with reduced reporting requirements, could make stock less attractive.
- Global economic and market conditions, public health emergencies, geopolitical tensions, or regulatory developments could adversely impact business.
- Potential product liability exposure far in excess of limited insurance coverage.
- Employees or third-party service providers may engage in misconduct or improper activities, including noncompliance with regulatory standards and insider trading.
- Risks related to the privacy of personal information and compliance with data protection laws (e.g., HIPAA, CCPA, GDPR).
- Increasing use of artificial intelligence-based software may result in reputational harm or liability.
- Adverse developments affecting the financial services industry (e.g., bank failures) could affect liquidity and financial condition.
- Earthquakes, wildfires, power outages, or other natural disasters could disrupt operations.
- Failure to maintain an effective system of disclosure controls and procedures and internal controls.
- Failure to comply with environmental, health, and safety laws and regulations.
- Changes in tax law may adversely affect the company or investors.
Future Outlook
The company anticipates continued significant losses for the foreseeable future as it advances its clinical and preclinical development programs. It expects to require substantial additional funding to complete development, obtain regulatory approvals, and commercialize its product candidates. The company plans to expand FT819 clinical investigation outside the U.S. in 2026 and complete IND-enabling activities for FT839 in 2026. Updates on FT836 patients are expected in the second half of 2026.
Management Comments
- We believe our proprietary clonal master iPSC lines can be used to mass produce multiplexed-engineered, cellular immunotherapies which have off-the-shelf and on-demand availability, and that can be administered alone or in combination with standard-of-care therapies, to make cell therapies accessible to all.
- We believe our therapeutic approach with FT819 and its accessibility is highly differentiated and may offer a more convenient and favorable experience for patients, including outpatient treatment.
- We believe the independent assessment of multiple B cell-mediated autoimmune diseases under one Phase 1 basket study enables the most cost-effective and efficient pathway for broad clinical development.
- We believe there is a significant opportunity to combine, in the absence of conditioning chemotherapy, FT522 with CD20 or CD38 targeted antibodies to drive deeper B-cell depletion, and achieve higher rates of clinical remissions, for the treatment of autoimmune diseases.
- We believe the novel targeting strategy of FT836 coupled with its ability to be combined with standard-of-care treatment regimens, such as therapeutic monoclonal antibodies, can significantly improve patient outcomes in the treatment of solid tumors while also supporting broad patient accessibility.
- We believe there is significant opportunity to develop off-the-shelf CAR T-cell therapies that incorporate multiple therapeutic mechanisms of action and can be combined with standard-of-care treatment regimens to significantly improve patient outcomes in the treatment of many diseases.
- We believe that the use of a more tolerable treatment paradigm for cellular immunotherapies may significantly improve the patient experience, expand patient reach, and enhance our therapeutic differentiation.
- We believe we are well positioned to form partnerships with third parties seeking to develop and commercialize iPSC-derived cell therapies for the treatment of human diseases.
- We believe we have sufficient funding to operate for at least twelve months from the date of issuance of the financial statements.
Industry Context
StockSavvy.ai notes that Fate Therapeutics operates in the highly competitive and rapidly innovating biotechnology and pharmaceutical industries, particularly in immune-oncology and cell therapies. The company's focus on iPSC-derived, off-the-shelf cellular immunotherapies represents a novel approach, aiming to overcome the logistical and manufacturing complexities of autologous cell therapies. The RMAT designation for FT819 in SLE positions it as a potential leader in the emerging field of cell therapies for autoimmune diseases, an area with limited approved treatments. The ongoing FDA scrutiny of CAR T-cell therapies for T-cell malignancies highlights the regulatory challenges and safety considerations inherent in this space, which Fate Therapeutics must navigate carefully. The company's strategy to develop conditioning chemotherapy-free regimens (e.g., FT836, FT522) could be a significant differentiator in improving patient accessibility and safety compared to existing CAR T-cell therapies.
Comparison to Industry Standards
- FT819's preliminary Phase 1 data in SLE, showing rapid B-cell depletion and clinical remission, is supported by a groundbreaking academic clinical study published in Nature Medicine in September 2022, which used autologous CD19-targeted CAR T-cell therapy for SLE patients. Fate's approach aims for less intense conditioning and on-demand availability, potentially offering a more accessible alternative.
- The safety profile of FT819 in B-cell malignancies (no DLTs, ICANS, GvHD, low CRS incidence of 14%) appears favorable compared to currently approved autologous CAR T-cell therapies (e.g., Kymriah (Novartis AG), Yescarta (Kite Pharma), Breyanzi (Bristol-Myers Squibb Company), Abecma (Bristol-Myers Squibb Company), and Carvykti (Janssen Biotech)) which have shown frequent rates of adverse events including CRS and ICANS.
- FT825's novel HER2 binding domain, derived from cancer-specific monoclonal antibody H2CasMab-2, demonstrated highly selective targeting against HER2-expressing cancer cell lines versus healthy tissue in preclinical studies, differentiating it from other HER2-directed agents like trastuzumab (Herceptin).
- The development of FT836 and FT839 with Sword & Shield technology (ADR + CD58KO) aims to enable administration without intense conditioning chemotherapy, a significant advancement compared to current CAR T-cell therapies that often require such regimens.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer and Treasurer | NA | Kamal Adawi, M.S., M.B.A. | October 13, 2025 | Offer letter dated October 13, 2025, implies recent appointment to this role. |
| Workforce | NA | Reduced by approximately 12% | August 2025 | Corporate restructuring to streamline operations, reduce operating expenses, and extend cash runway. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | Board divided into three classes serving staggered three-year terms, with one class elected each year. Directors may be removed only for cause by affirmative vote of 75% or more of shares entitled to vote. Vacancies filled by affirmative vote of majority of directors then in office. | NA | Designed to delay or discourage changes in control and encourage negotiation with the Board. |
| Stockholder Action | All stockholder actions require a vote at an annual or special meeting; stockholders may not take any action by written consent. | NA | Limits stockholders' ability to take action without a formal meeting, potentially delaying activist efforts. |
| Special Meetings | Only a majority of the Board members may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon. | NA | Restricts stockholders' ability to convene special meetings to address urgent matters. |
| Advance Notice Requirements | Bylaws establish advance notice procedures for stockholder proposals relating to director nominations or new business (generally 90-120 days prior to the first anniversary date of the preceding annual meeting). | NA | Provides the Board with time to respond to and prepare for stockholder proposals and nominations, potentially deterring last-minute challenges. |
| Amendment of Charter/Bylaws | Amendment of certain Certificate of Incorporation provisions (stockholder action, board composition, limitation of liability) requires not less than 75% of outstanding shares entitled to vote. Bylaws may be amended by majority of directors or by affirmative vote of at least 75% of outstanding shares entitled to vote (or majority if Board recommends). | NA | High voting thresholds make it difficult for minority stockholders to unilaterally change fundamental corporate governance structures. |
| Undesignated Preferred Stock | Board authorized to issue up to 2,180,451 remaining shares of Preferred Stock in one or more series without stockholder approval, with rights, preferences, privileges, and restrictions determined by the Board. | NA | Could be used to dilute voting power of common stockholders or prevent a change in control by issuing shares to a friendly party. |
| Exclusive Jurisdiction | Delaware Court of Chancery is the sole and exclusive forum for certain state law claims (e.g., derivative actions, breach of fiduciary duty); U.S. federal district courts are the sole and exclusive forum for Securities Act of 1933 claims. | NA | Aims to provide consistency in legal interpretations and discourage lawsuits against directors/officers, but enforceability may be challenged. |
| Delaware General Corporation Law Section 203 | Subject to Section 203, which prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder (15%+ ownership) for a three-year period unless certain conditions are met. | NA | Acts as an anti-takeover measure, discouraging or preventing unsolicited mergers or control attempts. |
Legal Proceedings
- Securities class action lawsuit (Hadian v. Fate Therapeutics, Inc. et al.) filed January 20, 2023, alleging false/misleading statements regarding the Janssen Agreement and its termination. Motions to dismiss have been granted with leave to amend, and the third amended complaint is currently under review.
- Derivative actions (Guarino v. Wolchko, et al., Horrobin v. Wolchko, et al., West v. Wolchko, et al.) filed June 2, 2023, June 12, 2024, and December 17, 2025, respectively, against board members and officers, asserting claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and insider trading, arising from similar facts as the Securities Action. These actions are currently stayed pending decisions in the Securities Action.
Related Party Transactions
- Entities affiliated with Redmile Group, LLC (Redmile) hold 2,755,086 shares of Class A Convertible Preferred Stock, which are convertible into common stock subject to a beneficial ownership limitation (increased to 14.99% effective August 31, 2025).
- A fund affiliated with Redmile Group, LLC purchased pre-funded warrants to purchase 3,636,364 shares of common stock in a private placement concurrent with the March 2024 underwritten public offering.
- Directors and officers of the company are affiliated with investors who purchased convertible preferred stock and common stock in the November 2016 private placement transaction.
Stakeholder Impact
- Shareholders: Potential dilution from future equity raises, volatility in stock price due to clinical trial results and market conditions, impact from ongoing legal proceedings, and influence of principal stockholders and management.
- Patients: Potential for transformative off-the-shelf cellular immunotherapies for serious autoimmune diseases and cancers, with efforts to improve accessibility (e.g., conditioning-free regimens).
- Employees: Workforce reduction (12% in August 2025) due to corporate restructuring, but ongoing commitment to competitive compensation, benefits, and development for remaining staff.
- Collaborators (Ono Pharmaceutical): Continued joint development and potential for significant milestone payments and royalties.
- Regulatory Bodies (FDA, MHRA, EMA): Ongoing engagement for product candidate approvals, RMAT designation, and compliance with evolving cell therapy regulations.
- Creditors: Potential for increased fixed payment and interest obligations if debt financing is pursued.
Next Steps
- Continue regulatory development of FT819 in SLE, including submission of a Phase 2 registration-enabling clinical protocol in lupus nephritis.
- Investigate the potential of FT819 as a treatment for extrarenal lupus in a second trial.
- Advance FT819 to Biologics License Application (BLA) filing over the course of the next several years.
- Continue to expand FT819 clinical investigation outside of the United States in 2026.
- Complete dose level 1, escalate to dose level 2 (900 million cells), and expand treatment to Regimen D (twice-dosed FT819) in Regimen B (conditioning-free) for SLE.
- Continue enrollment in dose-expansion cohorts for FT819 in SSc, AAV, and IIM.
- Continue enrollment in the multi-center, Phase 1 study of FT825 for advanced solid tumors at the third dose level (900 million cells) as monotherapy and in combination with EGFR-targeted monoclonal antibody therapy.
- Provide an update on patients treated in the FT836 Phase 1 trial in the second half of 2026.
- Complete IND-enabling activities in 2026 to support initial clinical investigation of FT839 for cancer and autoimmune diseases.
- Evaluate opportunities for further clinical development of FT522 in autoimmune indications.
- Continue to receive committed funding under the joint development plan from Ono Pharmaceutical through June 2026.
- Seek additional funds through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements, and other collaborations.
- Make significant investments to maintain and expand existing GMP manufacturing capabilities and facilities, establish additional GMP facilities, and conduct GMP production.
Key Dates
| Date | Description |
|---|---|
| February 24, 2009 | Entered into license agreement with Whitehead Institute for Biomedical Research. |
| July 13, 2009 | Entered into license agreement with The Scripps Research Institute. |
| October 23, 2009 | Offer Letter with Cindy R. Tahl. |
| November 2009 | Triggered an ownership change limitation under Section 382 of the Internal Revenue Code. |
| May 25, 2010 | Entered into license agreement with The Scripps Research Institute. |
| August 24, 2010 | Entered into license agreement with The Scripps Research Institute. |
| October 1, 2011 | First Amendment to Lease Agreement with ARE-3535/3565 General Atomics Court, LLC. |
| August 29, 2013 | Registrant's Amended and Restated Certificate of Incorporation filed. |
| September 26, 2013 | Second Amendment to Lease Agreement with ARE-3535/3565 General Atomics Court. |
| January 7, 2015 | Amended and Restated Senior Executive Incentive Bonus Plan and Form of Unrestricted Stock Award Agreement under 2013 Stock Option and Incentive Plan. |
| March 2, 2015 | Fourth Amendment to Lease Agreement with ARE-3535/3565 General Atomics Court. |
| May 2015 | Triggered an ownership change limitation under Section 382 of the Internal Revenue Code. |
| May 10, 2016 | Board approved Fate Therapeutics, Inc. Inducement Equity Plan. |
| June 1, 2016 | Fifth Amendment to Lease Agreement with ARE-3535/3565 General Atomics Court. |
| August 2016 | Entered into exclusive license agreement with MSKCC (Original MSKCC License). |
| November 2016 | Completed private placement of stock, issued 2,819,549 shares of Class A Convertible Preferred Stock to Redmile Group, LLC. |
| November 22, 2016 | Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock filed. |
| December 2016 | Entered into license agreement with Regents of the University of Minnesota. |
| January 2017 | Registered 6,766,915 shares of common stock and 14,097,745 shares of common stock issuable upon conversion of Class A Convertible Preferred Stock for resale on Form S-3. |
| May 2, 2017 | Stockholders approved issuance of up to 14,097,745 shares of common stock upon conversion of Preferred Shares. |
| May 15, 2018 | Entered into Amended and Restated Exclusive License Agreement with MSKCC (Amended MSKCC License). |
| May 31, 2018 | Sixth Amendment to Lease Agreement with ARE-3535/3565 General Atomics Court. |
| September 11, 2018 | Entered into Exclusive License Agreement with The David Gladstone Institutes. |
| September 14, 2018 | Entered into Collaboration and Option Agreement with Ono Pharmaceutical Co., Ltd. (Ono Agreement). |
| December 2018 | Entered into license agreement with Max Delbruck Center for Molecular Medicine (MDC). |
| August 2019 | Entered into license agreement with Inscripta, Inc. |
| August 30, 2019 | Patent License Agreement with Max-Delbrck-Centrum fr Molekulare Medizin in der Helmholtz-Gemeinschaft. |
| January 7, 2020 | Lease Agreement with Scripps Summit Investments LLC. |
| April 9, 2020 | Entered into license agreement with Dana-Farber Cancer Institute, Inc. (DFCI). |
| April 17, 2020 | Entered into license agreement with Baylor College of Medicine. |
| December 4, 2020 | Letter Agreement with Ono Pharmaceutical Co., Ltd. (Ono Letter Agreement). |
| January 2021 | Issued pre-funded warrants to purchase 257,310 shares of the company's common stock. |
| July 2021 | Achieved specified clinical milestone for a licensed product under the Amended MSKCC License. |
| November 2021 | MSKCC received the first milestone payment of $20.0 million. |
| June 28, 2022 | Entered into Amendment 01 to Collaboration and Option Agreement with Ono Pharmaceutical Co. Ltd. (2022 Ono Amendment). |
| November 7, 2022 | Letter Agreement with Ono Pharmaceutical Co., Ltd. |
| November 2022 | Ono exercised its option to obtain a license to develop and commercialize Candidate 2 (FT825/ONO-8250); the company exercised its option to co-develop and co-commercialize Candidate 2 in the United States and Europe. |
| January 20, 2023 | Securities class action lawsuit (Hadian v. Fate Therapeutics, Inc. et al.) filed. |
| April 2023 | Filed Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock, amending the definition of Beneficial Ownership Limitation to 14.99%. |
| April 2023 | 33,441 shares of Class A Preferred were converted into 167,205 shares of the company's common stock. |
| May 4, 2023 | Court appointed a lead plaintiff in the Securities Action. |
| June 2, 2023 | Derivative complaint (Guarino v. Wolchko, et al.) filed. |
| July 24, 2023 | Lead plaintiff filed an amended complaint in the Securities Action. |
| September 22, 2023 | Company filed a motion to dismiss the amended complaint in the Securities Action. |
| November 2023 | SEC declared effective a shelf registration statement on Form S-3 (File No. 333-275402). |
| November 8, 2023 | Entered into a sales agreement with Jefferies Group LLC for an at-the-market offering program. |
| November 30, 2023 | Entered into Amendment 03 to Collaboration and Option Agreement with Ono Pharmaceutical Co. Ltd. (2023 Ono Amendment). |
| December 2023 | FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which the company prospectively adopted during 2025. |
| January 2024 | Initiated a multi-center, Phase 1 clinical trial of FT825 for the treatment of advanced solid tumors in collaboration with Ono Pharmaceutical. |
| February 2024 | Awarded $7.9 million from the California Institute for Regenerative Medicine (CIRM) to support the clinical investigation of FT819 for moderate to severe SLE. |
| March 2024 | Issued and sold 14,545,454 shares of common stock at $5.50 per share in an underwritten public offering for aggregate gross proceeds of approximately $80.0 million. |
| March 2024 | Issued pre-funded warrants to purchase an aggregate of 3,636,364 shares of common stock at $5.499 per pre-funded warrant in a private placement concurrent with the underwritten public offering. |
| April 2024 | Executed an award agreement with CIRM (the FT819 CIRM Award). |
| April 18, 2024 | Filed a resale registration statement on Form S-3 (File No. 333-278792), registering the Warrant Shares. |
| April 29, 2024 | The resale registration statement on Form S-3 was declared effective. |
| May 2024 | Achieved a $5.0 million clinical development milestone for Candidate 2 under the Ono Agreement. |
| June 12, 2024 | An additional derivative complaint, captioned Horrobin v. Wolchko, et al., was filed. |
| August 28, 2024 | Entered into Amendment No.4 to Collaboration and Option Agreement with Ono Pharmaceutical Co., Ltd (2024 Ono Amendment). |
| September 19, 2024 | Court granted the company's motion to dismiss the amended complaint in the Securities Action, with leave for plaintiff to file a second amended complaint. |
| October 2024 | A new investigational new drug (IND) application was allowed by the FDA to initiate clinical development of FT522 for the treatment of certain B cell-mediated autoimmune diseases. |
| October 18, 2024 | The lead plaintiff filed a second amended complaint in the Securities Action. |
| November 18, 2024 | Company filed a motion to dismiss the second amended complaint in the Securities Action. |
| December 2024 | Reached agreement with the FDA to allow for the clinical investigation of additional B cell-mediated autoimmune diseases under the current Phase 1 clinical trial of FT819. |
| December 2, 2024 | Court entered an order consolidating the Guarino Action and the Horrobin Action, staying the Derivative Action. |
| December 2024 | 6,022 shares of Class A Preferred were converted into 30,110 shares of the company's common stock. |
| December 2024 | U.S. Department of Justice issued regulations implementing Executive Order (EO) 14117, Preventing Access to Americans Bulk Sensitive Personal Data and United Stated Government-Related Data by Countries of Concern. |
| January 21, 2025 | Briefing on the motion to dismiss the second amended complaint in the Securities Action was completed. |
| January 2025 | Awarded $4.0 million from CIRM to support the conduct of preclinical and IND-enabling activities for FT836. |
| February 2025 | Amended clinical protocol for FT819 to include three additional diseases: anti-neutrophil cytoplasmic antibody-associated vasculitis (AAV), idiopathic inflammatory myositis (IIM), and systemic sclerosis (SSc). |
| March 3, 2025 | Employment Agreement by and between the Registrant and Bahram Valamehr, dated. |
| April 2025 | Granted regenerative medicine advanced therapy (RMAT) designation by the FDA for FT819 to treat moderate-to-severe SLE. |
| April 8, 2025 | Regulations implementing Executive Order (EO) 14117 became effective. |
| May 2025 | Stockholders approved an additional 7,000,000 shares for issuance under the 2022 Stock Option and Incentive Plan. |
| May 2025 | Executed an award agreement with CIRM (the FT836 CIRM Award). |
| May 12, 2025 | President Trump signed an executive order directing the Secretary of HHS to set and communicate most-favored-nation (MFN) price targets. |
| June 2025 | Presented interim safety and efficacy data on FT522 from the Phase 1 clinical trial in relapsed / refractory BCL at the 18th International Conference on Malignant Lymphoma. |
| June 13, 2025 | Entered into Amendment No. 5 to Collaboration and Option Agreement with Ono Pharmaceutical Co., Ltd (2025 Ono Amendment). |
| June 30, 2025 | Aggregate market value of common stock held by non-affiliates was approximately $113,000,000. |
| July 2025 | Redmile provided the company with notice of its intent to increase the Redmile Percentage Limitation from 9.99% to 14.99%. |
| July 2025 | President Trump sent letters to certain pharmaceutical companies demanding MFN pricing and direct-to-consumer models. |
| July 2025 | The FDA allowed the company's IND to initiate Phase 1 clinical investigation of FT836 for the treatment of solid tumors. |
| August 2025 | Received authorization from the Medicines and Healthcare products Regulatory Agency (MHRA) in the U.K. to initiate clinical trials of FT819. |
| August 12, 2025 | Announced a reduction in force affecting approximately 12% of the workforce as part of a corporate restructuring. |
| August 31, 2025 | Redmile Percentage Limitation increase to 14.99% became effective. |
| September 22, 2025 | Court granted the company's motion to dismiss the second amended complaint in the Securities Action, with leave for plaintiff to file a third amended complaint. The stay of the consolidated Derivative Action automatically expired. |
| October 2025 | Received authorization from the European Medicines Agency (EMA) to initiate clinical trials of FT819 in the EU. |
| October 2025 | Treated the first SSc patient with FT819. |
| October 13, 2025 | Offer Letter between the Company and Kamal Adawi, dated. |
| October 17, 2025 | The plaintiff filed a third amended complaint in the Securities Action. |
| October 22, 2025 | Data cutoff date for preliminary FT819 SLE patient data. |
| October 24, 2025 | Court extended the stay of the Derivative Action. |
| October 31, 2025 | Early termination of the Torrey Pines operating lease took effect. |
| November 2025 | Presented preclinical data for FT836 at the Society for Immunotherapy of Cancer 40th Annual Meeting (SITC). |
| November 2025 | The first patient with stage IV colorectal cancer (CRC) was treated with FT836. |
| November 17, 2025 | Company filed a motion to dismiss the third amended complaint in the Securities Action. |
| November 25, 2025 | Data cutoff date for FT819 SLE patient data. |
| December 19, 2025 | CMS released two proposed rules (GLOBE and GUARD) incorporating MFN pricing principles into federal reimbursement for prescription drugs. |
| December 17, 2025 | A derivative complaint, captioned West v. Wolchko, et al., was filed. |
| December 18, 2025 | Plaintiff filed an opposition brief in the Securities Action. |
| December 31, 2025 | Fiscal year ended. |
| January 15, 2026 | Company filed its reply in support of its motion to dismiss in the Securities Action. |
| January 16, 2026 | Court entered an order staying the West Action. |
| February 19, 2026 | Number of outstanding shares of common stock was 116,263,459. |
| February 26, 2026 | Date of this Annual Report on Form 10-K. |
| June 2026 | Committed funding under the Ono joint development plan continues through this month. |
| Second half of 2026 | Plan to provide an update on the patients treated in the FT836 Phase 1 trial. |
| 2026 | Plan to continue to expand FT819 clinical investigation outside of the United States. |
| 2026 | Completing IND-enabling activities for FT839. |
| 2027 | Federal net operating loss carryforwards begin to expire. |
| 2027 | Expected funding runway through the end of the year. |
| 2028 | California net operating loss carryforwards begin to expire. |
| 2028 | Initial price applicability year for the expanded orphan drug exemption from Medicare drug price negotiation under the OBBBA. |
| 2028-2029 | Expected statutory expiration dates for remaining issued patents and any U.S. patents from pending applications licensed from Whitehead Institute. |
| 2031 | Expected statutory expiration dates for some issued U.S. patents and any U.S. patents from pending applications licensed from The Scripps Research Institute. |
| 2031 | Aggregate reductions of Medicare payments to providers of 2% per fiscal year remain in effect through this year. |
| January 1, 2032 | Implementation of the HHS rebate rule that would have limited pharmacy benefit manager fees is delayed until this date. |
| 2033-2037 | Expected statutory expiration dates for patents issuing from applications licensed from Max Delbruck Center for Molecular Medicine. |
| 2034-2038 | Expected statutory expiration dates for patents issuing from applications licensed from Memorial Sloan Kettering Cancer Center. |
| 2035 | Federal R&D tax credit carryforwards will begin to expire unless previously utilized. |
| 2035-2038 | Expected statutory expiration dates for patents issuing from applications licensed from the University of Minnesota. |
| May 2036 | Non-cancelable operating lease for corporate headquarters in San Diego, California, extends through this month. |
| 2037 | Expected statutory expiration dates for patents related to Inscripta, Inc. license. |
| 2038 | Expected statutory expiration date for patents issuing from applications licensed from J. David Gladstone Institutes. |
| 2038 | Expected statutory expiration dates for patents issuing from applications licensed from Dana-Farber Cancer Institute. |
| 2038 | Last valid patent claim date used in the Monte Carlo simulation for MSKCC stock price appreciation milestones. |
| 2039 | Expected statutory expiration dates for U.S. patents related to Baylor College of Medicine license. |
| 2044 | Latest expected statutory expiration dates for some owned patents related to cell programming technology. |
Recommendation
holdThe company shows promising clinical progress with its iPSC-derived cell therapies, particularly the RMAT designation for FT819 and the initiation of conditioning-free trials for FT836. The reduced net loss and expense management are positive financial indicators. However, the company remains clinical-stage with no product revenue, continues to incur significant losses, and faces substantial future funding needs. The ongoing legal proceedings add a layer of uncertainty. While the long-term potential is high, the speculative nature of early-stage biotech, coupled with the need for further capital and resolution of legal matters, suggests a 'hold' recommendation for investors who are already invested or considering a position, awaiting further de-risking clinical data and clarity on commercialization pathways.
Keywords
Cellular Immunotherapy, iPSC, CAR T-cell, CAR NK cell, Autoimmune Disease, Systemic Lupus Erythematosus, SLE, Lupus Nephritis, Solid Tumors, Oncology, Biopharmaceutical, Clinical Stage, FDA RMAT, FT819, FT825, FT836, FT522, Ono Pharmaceutical, Gene Editing, Off-the-shelf, Biotechnology, Risk Factors, 10-K
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