1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2023.
−Removed: Based on the evaluation of our disclosure controls and procedures, our management concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was (a) reported within the time periods specified by SEC rules and regulations, and (b) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.
+Added: Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.
+Added: Based on the evaluation of our disclosure controls and procedures, our management concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was (i) reported within the time periods specified by SEC rules and regulations, and (ii) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
12 unchanged sentences
Attestation Report on Internal Control over Financial Reporting
−Removed: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting as we are not subject to section 404(b) of the Sarbanes-Oxley Act of 2002 due to our status as a “smaller reporting company” and “Non-accelerated filer.”
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting as we are not subject to Section 404(b) of the Sarbanes-Oxley Act due to our status as a “smaller reporting company” and “non-accelerated filer.”
Other Information.
2 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item will be contained in our 2024 Proxy Statement, to be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2023, under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this report by reference.
+Added: Insider Trading Policies and Procedures
+Added: We have an insider trading policy which governs the purchase, sale and/or other dispositions of the Company’s securities by the Company’s directors, employees, related persons and other covered persons, and is designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.
+Added: The Company’s insider trading policy is included as an exhibit to this Annual Report on Form 10-K.
+Added: Our insider trading policy does not apply directly to repurchases of securities by the Company, but we have not made repurchases of our securities to date and do not reasonably expect to be in a position to repurchase our securities in the near future.
+Added: If we were to repurchase our securities, we expect to follow the policy’s guidelines in connection with securities repurchases by effecting trades either during open window periods under the policy or through adoption, during an open window period, of a pre-arranged trading plan that satisfies the affirmative defense requirements of Rule 10b5-1 under the Exchange Act.
+Added: The other information required by this item will be contained in our 2025 Proxy Statement, to be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2024, under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this report by reference.
Executive Compensation.
16 unchanged sentences
001-40551), filed with the Securities and Exchange Commission on June 8, 2023).
−Removed: 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.
−Removed: 1 to the Company’s Current Report on Form 8-K (File No.
+Added: 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
001-40551), filed with the Securities and Exchange Commission on March 15, 2023).
3 unchanged sentences
001-40551), filed with the Securities and Exchange Commission on March 28, 2022).
−Removed: 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: License Agreement, by and between the Registrant and Lonza Sales AG, dated November 2, 2022 (incorporated by reference to Exhibit 10.1 to 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: 10.2† 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.
+Added: 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/A (File No.
333-256945), filed with the Securities and Exchange Commission on June 24, 2021).
−Removed: 10.3+ 2021 Equity Incentive Plan and Forms of Option Grant Notice and Agreement, Exercise Notice, Early Exercise Notice and Restricted Stock Award Notice (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No.
+Added: 10.3+ 2021 Equity Incentive Plan and Forms of Option Grant Notice and Agreement, Exercise Notice, Early Exercise Notice and Restricted Stock Award Notice (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A (File No.
333-256945), filed with the Securities and Exchange Commission on June 24, 2021).
−Removed: 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.
−Removed: 001-40551), filed with the Securities and Exchange Commission on March 28, 2022).
−Removed: 10.5+ 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No.
+Added: Amended and Restated Non-Employee Director Compensation Policy.
+Added: 10.5+ 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A (File No.
333-256945), filed with the Securities and Exchange Commission on June 24, 2021) .
−Removed: 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: 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.
+Added: Number Description of Exhibit
+Added: 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/A (File No.
333-256945), filed with the Securities and Exchange Commission on June 24, 2021) .
3 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 Derek Meisner (incorporated by reference to Exhibit 10.
−Removed: 1 to the Company’s Quarterly Report on Form 10- Q (File No.
−Removed: 001-40551), filed with the Securities and Exchange Commission on Ma y 9 , 202 3 ).
−Removed: 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.
+Added: 10.10+ Amended and Restated Employment Agreement, by and between the Registrant and Derek Meisner (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on May 9, 2023).
+Added: Lease Agreement, by and between the Registrant and Price-Poore House, LLC, dated August 1, 2024.
+Added: 10.12 Lease, by and between Registrant and DIV Washington, LLC, dated September 11, 2023 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.
001-40551), filed with the Securities and Exchange Commission on March 26, 2024).
−Removed: 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: 10.13 Non-Exclusive Collaboration and License Agreement, by and between the Registrant and Halozyme, Inc., dated November 5, 2023 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.
001-40551), filed with the Securities and Exchange Commission on March 26, 2024).
−Removed: Lease, by and between Registrant and DIV Washington, LLC, dated September 11, 2023 .
−Removed: N on-Exclusive Collaboration a n d License Agreement, by and between the Re gistrant and Halozyme, Inc., dated November 5, 2023 .
−Removed: 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.
+Added: 10.14 Loan and Security Agreement by and among the Registrant and the lenders party thereto, K2 Health Ventures LLC, as administrative agent, and Ankura Trust Company, LLC, as collateral agent, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on March 26, 2024).
+Added: Amended and Restated Insider Trading Policy.
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.
−Removed: Policy for Re coupment of Incentive Compensation.
+Added: 97.1 Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-40551), filed with the Securities and Exchange Commission on March 26, 2024) .
101.INS* Inline XBRL Instance Document.
−Removed: Number Description of Exhibit
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: Number Description of Exhibit
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
37 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.