16 unchanged sentences
Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
−Removed: Remediation of Material Weakness
−Removed: Our board of directors and management take internal control over financial reporting and the integrity of our financial statements seriously.
−Removed: In the second half of 2021, we remediated the previously disclosed material weakness in our controls addressing segregation of duties related to roles and responsibilities in our accounting department by hiring additional accounting staff.
Changes in Internal Control Over Financial Reporting
8 unchanged sentences
Executive Compensation.
−Removed: The information required by this item will be set forth in the 2023 Proxy Statement under the captions “Executive Compensation” and “Non-Employee Director Compensation” and is incorporated herein by reference.
+Added: The information required by this item will be set forth in the 2024 Proxy Statement under the captions “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: The information required by this item will be set forth in the 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated herein by reference.
+Added: The information required by this item will be set forth in the 2024 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: The information required by this item will be set forth in the 2023 Proxy Statement under the captions “Transactions with Related Persons” and “Independence of the Board of Directors” and is incorporated herein by reference.
+Added: The information required by this item will be set forth in the 2024 Proxy Statement under the captions “Transactions with Related Persons and Indemnification” and “Independence of the Board of Directors” and is incorporated herein by reference.
Principal Accountant Fees and Services.
9 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40551), filed with the Securities and Exchange Commission on July 7, 2021).
−Removed: 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-40551), filed with the Securities and Exchange Commission on July 7, 2021).
+Added: 001-40551), filed with the Securities and Exchange Commission on June 8, 2023).
+Added: 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.
+Added: 1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on March 15 , 202 3 ).
4.1 Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated November 20, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No.
2 unchanged sentences
001-40551), filed with the Securities and Exchange Commission on March 28, 2022).
−Removed: 10.1*† License Agreement, by and between the Registrant and Lonza Sales AG, dated November 2, 2022.
+Added: License Agreement, by and between the Registrant and Lonza Sales AG, dated November 2, 2022 (inco rporated by reference to Exhibit 10.1 to the Company ’ s Annual Report on Form 10-K (File No.
+Added: 001-40551) , filed with the Securities and Exchange Commission on March 27, 2023) .
10.2† Collaboration Agreement, by and between the Registrant and Merck & Co., Inc., dated December 22, 2003, as amended and restated as of October 18, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.
2 unchanged sentences
333-256945), filed with the Securities and Exchange Commission on June 24, 2021).
−Removed: 10.4+ Non-Employee Director Compensation Policy (incorp orated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K (File No.
+Added: 10.4+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.3 to the Company ’ s Annual Report on Form 10-K (File No.
001-40551), filed with the Securities and Exchange Commission on March 28, 2022).
1 unchanged sentence
333-256945), filed with the Securities and Exchange Commission on June 24, 2021) .
+Added: Number Description of Exhibit
10.6+ 2013 Amended and Restated Stock Performance Plan (as amended through November 20, 2020) (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.
333-256945), filed with the Securities and Exchange Commission on June 9, 2021).
−Removed: Number Description of Exhibit
10.7+ Form of Indemnification Agreement with Executive Officers and Directors (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.
4 unchanged sentences
001-40551), filed with the Securities and Exchange Commission on March 28, 2022).
−Removed: 10.10+ Amended and Restated Employment Agreement, by and between the Registrant and Eric Siemers, M.D.
−Removed: (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No.
+Added: 10.10+ Amended and Restated Employment Agreement, by and between the Registrant and Derek Meisner (incorporated by reference to Exhibit 10.
+Added: 1 to the Company’s Quarterly Report on Form 10- Q (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on Ma y 9 , 202 3 ).
+Added: 10.11 Lease Agreement, by and between the Registrant and Price-Poore House, LLC, dated September 28, 2022 (incorporated by reference to Exhibit 10.11 t o the Company ’ s Annual Report on Form 10-K (File No.
001-40551), filed with the Securities and Exchange Commission on March 27, 2023 ).
−Removed: 10.11* Lease Agreement, by and between the Registrant and Price-Poore House, LLC, dated September 28, 2022.
−Removed: 10.12* Lease Agreement, by and between the Registrant and Price-Poore House, LLC, dated December 1, 2022.
+Added: 10.12 Lease Agreement, by and between the Registrant and Price-Poore House, LLC, dated December 1, 2022 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on March 27, 2023).
+Added: Lease, by and between Registrant and DIV Washington, LLC, dated September 11, 2023 .
+Added: N on-Exclusive Collaboration a n d License Agreement, by and between the Re gistrant and Halozyme, Inc., dated November 5, 2023 .
+Added: Loan and Security Agreement by and among the Registrant and the lenders party thereto, K2 Health Ventures LLC, as administrativ e agent, and Ankura T rust Company, LL C , as collateral agent, dated as of November 10, 2023.
23.1* Consent of Ernst & Young LLP, independent registered accounting firm.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Policy for Re coupment of Incentive Compensation.
101.INS* Inline XBRL Instance Document.
+Added: Number Description of Exhibit
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
15 unchanged sentences
Daniel O’Connell
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
POWER OF ATTORNEY
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.