What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-02-28 · 95 added, 118 removed, 328 unchanged (39% of the section changed)

4 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Controls Over Financial Reporting

Based on this evaluation, and as a result of the material weakness described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

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Management has assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report herein, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on our evaluation, and as a result of the material weakness described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023.

Inherent Limitations of Internal Controls

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Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

As described in Note 1 of the Consolidated Financial Statements under the paragraph Restatement of Financial Statements, the Company re-evaluated its prior accounting for shares received in the License Agreement and Share Purchase Agreement entered into on December 14, 2020, with Allogene Overland.

Upon reassessment, the Company has determined that the 49% of Allogene Overland's Seed Preferred Shares received as a partial consideration for the License Agreement should be initially measured at fair value.

The Company identified a material weakness in the operation of internal controls over financial reporting with respect to the technical accounting analysis of significant non-routine transactions.

Remediation Measures

We have identified and begun to implement steps, as further described below, designed to remediate the foregoing material weakness.

We will not consider the material weakness remediated until our controls are operational for a sufficient period of time and tested, enabling management to conclude that the controls are operating effectively.

To remediate this material weakness, we are in the process of improving the operation of our controls related to the technical accounting analysis of significant non-routine transactions which includes engaging third-party subject matter experts with significant relevant experience.

While the foregoing measures are intended to effectively remediate the material weakness described in this Item 9A, it is possible that additional remediation steps will be necessary.

As such, as we continue to evaluate and implement our plan to remediate the material weakness, our management may decide to take additional measures to address the material weakness or modify the remediation steps described above.

Until this material weakness is remediated, we plan to continue to perform additional analyses and other procedures to help ensure that our consolidated financial statements are prepared in accordance with GAAP.

Changes in Internal Control over Financial Reporting

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There were no changes in our internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Allogene Therapeutics, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Allogene Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Allogene Therapeutics, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements of the Company and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst and Young LLP

San Mateo, California

February 28, 2023

Other Information.

On February 22, 2023, Veer Bhavnagri, our General Counsel, notified us of his decision to resign, effective March 31, 2023, to pursue other opportunities.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The information required by this Item and not set forth below will be set forth in the sections headed “Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC on or before May 1, 2023 (our Proxy Statement) and is incorporated in this Annual Report by reference.

The information required by this Item and not set forth below will be set forth in the sections headed “Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC on or before April 29, 2024 (our Proxy Statement) and is incorporated in this Annual Report by reference.

Our Board of Directors consists of the following members:

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, 77, has served as a member of our Board since April 2018.

Humer currently serves on the board of directors of LetterOne Holdings S.A.

and as Chair of the board of directors of Kallyope, Inc.

In addition, Dr.

Humer serves on the board of directors of the International Centre for Missing and Exploited Children and is Chair of the Humer Foundation.

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since January 2019.

Messemer is a certified public accountant and joined KPMG LLP ("KPMG"), the U.S.

member firm of KPMG International, in 1982 and was admitted into

the partnership in 1995.

Messemer is a certified public

accountant and joined KPMG LLP ("KPMG"), the U.S.

member firm of KPMG International, in 1982 and was admitted into the partnership in 1995.

Most recently, she served as the Managing Partner of KPMG’s Bay Area and Northwest region until her retirement in September 2018.

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Chang, our executive officers include the following:

Veer Bhavnagri , 40, has served as our General Counsel since May 2018, which our Board of Directors elevated to an executive position in April 2020.

Bhavnagri also serves as the Company’s Compliance Officer.

Prior to joining us, Mr.

Bhavnagri served as the Vice President, Corporate Counsel, of Kite from November 2014 until January 2018.

Prior to joining Kite, Mr.

Bhavnagri was a senior associate at Cooley LLP.

Timothy Moore, 62, has served as our Executive Vice President, Chief Technical Officer since April 24, 2023.

Previously, Mr.

Bhavnagri was an associate in the New York and Sydney offices of Sullivan & Cromwell LLP.

Bhavnagri received a J.D., magna cum laude, from the University of Michigan Law School.

He received an A.B.

in mathematical economics and political science, with honors, from Brown University.

Bhavnagri is admitted to practice law in New York and California.

Alison Moore, Ph.D.

, 56, has served as our Chief Technical Officer since June 2018.

Prior to joining us, she most recently served as Senior Vice President, Process Development at Amgen from January 2013 until June 2018.

Moore has previously held senior roles at Amgen in Operations Technology from January 2013 until August 2014, Process and Product engineering from January 2011 until January 2013, and Corporate Manufacturing from August 2008 until December 2010.

Prior to these positions, she was Vice President, Site Operations at Amgen’s Fremont, California, manufacturing facility, from March 2006 until August of 2008.

Before joining Amgen, from 2005 to 2006, Dr.

Moore was a Director in Chemistry, Manufacturing and Controls, and Regulatory Affairs at Genentech, Inc.

("Genentech").

Prior to Genentech, she was a

Postdoctoral Research Fellow at the Medical University of Lübeck, Germany.

Moore has also served on the board of directors for Codexis, Inc.

since June 2020.

Moore holds both a bachelor’s degree in Pharmacology with Honors and a Ph.D.

in Cell Biology from Manchester University, England.

Moore served as the Chief Operating Officer of Instil Bio from September 2022 to December 2022, President and Chief Operating Officer at PACT Pharma, Inc.

from April 2020 to July 2022, and as the President and Chief Technology Officer at PACT from October 2019 to April 2020.

Prior to PACT, Mr.

Moore served as Executive Vice President, Technical Operations of Kite Pharma, or Kite, a Gilead Company, from March 2016 to September 2019.

Prior to Kite, he spent more than 12 years at Genentech, a Roche Company, most recently as Senior Vice President, Head of Global Technical Operations – Biologics and as a member of the Genentech Executive Committee.

He holds a B.S.

in Chemical Engineering from Tulsa University and an M.S.

from Northwestern University.

Zachary Roberts, M.D., Ph.D.

, 45, has served as our Executive Vice President, Research and Development, since January 2023.

, 46, has served as our Chief Medical Officer since April 2023 and as our Executive Vice President, Research and Development, since January 2023.

Previously, Dr.

Roberts served as Chief Medical Officer for Instil Bio, Inc.

from March 2020 to November 2022.

Prior to joining Instil, he served in various roles for Kite Pharma, Inc./Gilead Sciences, during his 5 year tenure, with his last position as Vice President, Clinical Development from February 2018 to May 2019.

(Instil) from March 2020 to November 2022.

Prior to joining Instil, he served in various roles for Kite, during his five-year tenure, with his last position as Vice President, Clinical Development from February 2018 to May 2019.

Prior to joining Kite, Dr.

Roberts served in various roles in Amgen, with his last position as Clinical Research Medical Director for Amgen Oncology from January 2015 to July 2015.

Roberts served in various roles in Amgen, with his last position as Clinical Research Medical Director for

Amgen Oncology from January 2015 to July 2015.

Roberts completed his training in internal medicine and hematology/oncology at the Massachusetts General Hospital and Dana Farber Cancer Institute.

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in microbiology and immunology from the University of Maryland, College Park and both his Ph.D.

in immunology and his M.D from the University of Maryland, Baltimore.

Eric Schmidt, Ph.D.

, 54, has served as our Chief Financial Officer since June 2018.

Prior to joining us, Dr.

Schmidt was a Managing Director and Senior Research Analyst at Cowen and Company, LLC.

He joined Cowen as a Research Analyst in 1998 where he covered biotechnology stocks until June 2018.

He was previously a Vice President and Research Analyst for UBS Securities.

He has also served on the board of directors for Relmada Therapeutics, Inc.

since December 2019 and for Revolution Medicines, Inc.

since June 2020.

Schmidt obtained a Bachelor of Arts in Chemistry from the University of Pennsylvania and a Ph.D.

in Biology from the Massachusetts Institute of Technology, where he serves on the Visiting Committee for the Department of Biology.

in immunology and his M.D.

from the University of Maryland, Baltimore.

Geoffrey Parker, 59, has served as our Executive Vice President, Chief Financial Officer since October 2023.

Prior to joining us, Mr.

Parker served as Chief Operating Officer, Chief Financial Officer and Executive Vice President of Tricida, Inc.

Prior to joining Tricida, Mr.

Parker served as Chief Financial Officer of Anacor Pharmaceuticals, and served as a Partner and Managing Director at Goldman Sachs, where he led the West Coast Healthcare Investment Banking group.

In addition, Mr.

Parker currently serves as a member of the board of directors of Better Therapeutics and of Perrigo Company plc.

He earned an A.B.

with a double major in Economics and Engineering Sciences from Dartmouth College and an MBA from the Stanford Graduate School of Business.

Earl Douglas , 61, has served as our Senior Vice President, General Counsel and Compliance Officer since August 2023 and as our corporate secretary since January 2024.

Before joining Allogene, Mr.

Douglas served as Executive Vice President, General Counsel of Applied Molecular Transport.

Prior to that role, he served in the same capacity for Kiverdi, Inc.

He has also served as Vice President, General Counsel at BioMimetic Therapeutics, Spinal Dynamics, and OPX Biotechnologies.

He previously served as Counsel with Wilson Sonsini Goodrich & Rosati, and earlier in his career practiced as an Associate with Weil, Gotshal & Manges.

He earned his B.S.

in chemical engineering from the Massachusetts Institute of Technology (MIT) and his J.D.

from Columbia University School of Law.

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics.

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333-227333), filed with the SEC on October 2, 2018.

4.3 Description of Common Stock .

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.

333-227333), filed with the SEC on September 14, 2018)

4.3 Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023) .

10.1+ Form of Indemnity Agreement by and between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

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333-227333), filed with the SEC on October 2, 2018).

10.7+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).

10.7+ Non-Employee Director Compensation Policy.

10.8+ Employment Agreement by and between the Registrant and David Chang, M.D., Ph.D.

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333-227333), filed with the SEC on September 14, 2018).

10.9+ Employment Agreement by and between the Registrant and Eric Schmidt, Ph.D.

(incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-227333), filed with the SEC on September 14, 2018).

10.10+ Employment Agreement by and between the Registrant and Alison Moore, Ph.D.

(incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-227333), filed with the SEC on September 14, 2018).

10.11+ Employment Letter of Agreement, dated July 29, 2019, by and between the Registrant and Rafael G.

(incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, as amended (File No.

001-38693), filed with the SEC on February 27, 2020).

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.

10.9+ Consulting Agreement, dated April 29, 2023, by and between the Registrant and Alison Moore, Ph.D.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on May 3, 2023).

10.10+ First Amendment to Consulting Agreement, dated December 16, 2023, by and between the Registrant and Alison Moore, Ph.D.

10.11+ Employment Letter of Agreement, dated December 28, 2022, by and between the Registrant and Zachary Roberts, M.D., Ph.D.

(incorporated by reference to Exhibit 10.1 3 to the Registrant’s Annual Report on Form 10-K (File No.

001-38693), filed with the SEC on February 2 8 , 202 3 ).

10.12+ Employment Letter of Agreement, dated April 18, 2023, by and between the Registrant and Timothy Moore (incorporated by reference to Exhibit 10.

3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on May 3, 2023) .

10.13+ Employment Letter of Agreement, dated August 11, 2023, by and between the Registrant and Earl Douglas (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on November 2 , 2023) .

10.14+ Employment Letter of Agreement, dated October 12, 2023, by and between the Registrant and Geoffrey Parker (incorporated by reference to Exhibit 10.

2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on November 2, 2023) .

10.15* License Agreement, dated March 8, 2019, between the Registrant and Cellectis S.A.

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10.17† Asset Contribution Agreement, dated April 2, 2018, by and between the Registrant and Pfizer Inc.

(incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-227333), filed with the SEC on September 14, 2018).

10.17* Collaboration and License Agreement, dated November 1, 2019, by and between the Registrant and Notch Therapeutics Inc.

(incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K, as amended (File No.

001-38693), filed with the SEC on February 27, 2020).

( incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38693), filed with the SEC on November 2, 2023 ).

10.18* Amended and Restated Collaboration and License Agreement, dated January 17, 2024, by and between the Registrant and Notch Therapeutics Inc.

10.19 Lease, dated August 1, 2018, by and between the Registrant and Britannia Pointe Grand Limited Partnership (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended (File No.

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001-38693) for the quarter ended June 30, 2020, filed with the SEC on August 5, 2020).

10.25 Sales Agreement, dated as of November 5, 2019, by and between the registrant and Cowen and Company, LLC, as amended (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No.

333-268117) filed with the SEC on November 2, 2022).

Exclusive License Agreement, dated December 14, 2020, by and between the Registrant and Allogene Overland Biopharm (CY) Limited (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (File No.

9 unchanged sentences

001-38693) for the year ended December 31, 2020, filed with the SEC on February 25, 2021).

Strategic Collaboration Agreement, dated January 3, 2024, by and between Foresight Diagnostics, Inc.

and the Registrant

23.1 Consent of Independent Registered Public Accounting Firm.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Allogene Therapeutics, Inc.

Incentive Compensation Recoupment Policy

101.INS Inline XBRL Instance Document

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Omitted portions have been filed separately with the Securities and Exchange Commission

* 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.

* Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential.

‡ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on February 28, 2023.

Allogene Therapeutics, Inc.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Chang, M.D., Ph.D.

and Eric Schmidt, Ph.D., and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

and Geoffrey Parker, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

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President, Chief Executive Officer

and Member of the Board of Directors February 28, 2023

and Member of the Board of Directors March 14, 2024

David Chang, M.D., Ph.D.

( Principal Executive Officer )

/s/ Eric Schmidt, Ph.D.

Chief Financial Officer February 28, 2023

Eric Schmidt, Ph.D.

( Principal Financial and Accounting Officer )

/s/ Arie Belldegrun, M.D., FACS Executive Chair of the Board of Directors February 28, 2023

/s/ Geoffrey Parker Chief Financial Officer March 14, 2024

Geoffrey Parker ( Principal Financial and Accounting Officer )

/s/ Arie Belldegrun, M.D., FACS Executive Chair of the Board of Directors March 14, 2024

Arie Belldegrun, M.D., FACS

/s/ Elizabeth Barrett Member of the Board of Directors February 28, 2023

/s/ Elizabeth Barrett Member of the Board of Directors March 14, 2024

Elizabeth Barrett

/s/ David Bonderman Member of the Board of Directors February 28, 2023

/s/ David Bonderman Member of the Board of Directors March 14, 2024

David Bonderman

/s/ John DeYoung Member of the Board of Directors February 28, 2023

/s/ John DeYoung Member of the Board of Directors March 14, 2024

/s/ Franz Humer, Ph.D.

Member of the Board of Directors February 28, 2023

Member of the Board of Directors March 14, 2024

Franz Humer, Ph.D.

/s/ Joshua Kazam Member of the Board of Directors February 28, 2023

/s/ Joshua Kazam Member of the Board of Directors March 14, 2024

/s/ Stephen Mayo, Ph.D.

Member of the Board of Directors February 28, 2023

Member of the Board of Directors March 14, 2024

Stephen Mayo, Ph.D.

/s/ Deborah Messemer Member of the Board of Directors February 28, 2023

/s/ Deborah Messemer Member of the Board of Directors March 14, 2024

Deborah Messemer

/s/ Vicki Sato, Ph.D.

Member of the Board of Directors February 28, 2023

Member of the Board of Directors March 14, 2024

Vicki Sato, Ph.D.

/s/ Todd Sisitsky Member of the Board of Directors February 28, 2023

/s/ Todd Sisitsky Member of the Board of Directors March 14, 2024

Todd Sisitsky

/s/ Owen Witte, M.D.

Member of the Board of Directors February 28, 2023

Member of the Board of Directors March 14, 2024

Owen Witte, M.D.

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.

What changed 10-K

Item 9A. Controls and Procedures