26 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 financial statements of the Company and our report dated February 27, 2020 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
50 unchanged sentences
333-227333), filed with the SEC on October 2, 2018.
−Removed: 4.3 Description of Common Stock.
+Added: 4.3 Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K, as amended (File No.
+Added: 001-38693), filed with the SEC on February 27, 2020).
4.4 Investors’ Rights Agreement, dated April 6, 2018, by and among the Registrant and certain of its securityholders, as amended September 5, 2018, (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
16 unchanged sentences
333-227333), filed with the SEC on October 2, 2018).
−Removed: 10.7+ Non-Employee Director Compensation Policy.
+Added: 10.7+ Non-E mployee Director Compensation Policy.
10.8+ Employment Agreement by and between the Registrant and David Chang, M.D., Ph.D.
7 unchanged sentences
333-227333), filed with the SEC on September 14, 2018).
−Removed: 10.11+ Employment Letter of Agreement, dated July 29, 2019, by and between the Registrant and Rafael G.
+Added: 10.11+ E mployment Letter of Agreement, dated July 29, 2019, by and between the Registrant and Rafael G.
+Added: (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, as amended (File No.
+Added: 001-38693), filed with the SEC on February 27, 2020).
+Added: 10.12+ Employment Letter of Agreement, dated April 30, 2018, by and between the Registrant and Veer Bhavnagri (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38693), filed with the SEC on May 6, 2020).
10.13* License Agreement, dated March 8, 2019, between the Registrant and Cellectis S.A.
7 unchanged sentences
10.16* Collaboration and License Agreement, dated November 1, 2019, by and between the Registrant and Notch Therapeutics Inc.
+Added: (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K, as amended (File No.
+Added: 001-38693), filed with the SEC on February 27, 2020).
10.17 Lease, dated August 1, 2018, by and between the Registrant and Britannia Pointe Grand Limited Partnership.
8 unchanged sentences
001-38693), filed with the SEC on November 5, 2019).
+Added: 10.21 Second Amendment, dated July 15, 2020, to the Lease Agreement, dated February 19, 2019, by and between the Registrant and Silicon Valley Gateway Technology Center, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38693) for the quarter ended June 30, 2020, filed with the SEC on August 5, 2020).
10.22 Sales Agreement, dated November 5, 2019, by and between the Registrant and Cowen and Company, LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No.
333-234516), filed with the SEC on November 5, 2019).
+Added: Exclusive License Agreement, dated December 14, 2020, by and between the Registrant and Allogene Overland Biopharm (CY) Limited.
+Added: Share Purchase Agreement, dated December 14, 2020, by and among the Registrant, Overland Pharmaceuticals (CY) Inc.
+Added: and Allogene Overland Biopharm (CY) Limited.
+Added: Shareholders' Agreement, dated December 14, 2020, by and among the Registrant, Overland Pharmaceuticals (CY) Inc.
+Added: and Allogene Overland Biopharm (CY) Limited.
23.1 Consent of Independent Registered Public Accounting Firm.
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101.INS XBRL Instance Document
−Removed: 101.SCH XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS Inline XBRL Instance Document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 104 The cover page of the Company’s Annual Report on Form 10-K has been formatted in Inline XBRL.
__________________________
3 unchanged sentences
* Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed.
+Added: ¥ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Registrant undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.
Form 10-K Summary
36 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.