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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-15 · 44 added, 26 removed, 283 unchanged (20% of the section changed)

22 unchanged sentences

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

During our fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading plan” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

During our fiscal quarter ended December 31, 2024, one of our directors entered into a written plan for the sale of our securities that is intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative

defense against liability for trading in securities on the basis of material nonpublic information.

We refer to this written plan as a “Rule 10b5-1 trading plan.” We describe the material terms of the Rule 10b5-1 trading plan below.

Bonney , Director

On November 12, 2024 , Michael W.

Bonney, a member of our board of directors, entered into a Rule 10b5-1 trading plan that provides that Mr.

Bonney, acting through a broker, may sell up to an aggregate of 22,500 shares of our common stock received upon the exercise of options granted to Mr.

Bonney as director compensation, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur if the market price of our common stock is above specified prices from February 12, 2025 to June 3, 2026.

The plan is scheduled to terminate on June 3, 2026 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.

Bonney or the broker, or as otherwise provided in the plan .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated by reference from the information in our Proxy Statement for our 2024 Annual Meeting of Stockholders, which we will file with the SEC within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

Incorporated by reference from the information in our Proxy Statement for our 2025 Annual Meeting of Stockholders, or 2025 Proxy Statement, which we will file with the SEC within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all employees, including directors, officers and other covered persons, as well as the Company.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

The information required under this item is incorporated herein by reference to the information in our 2025 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required under this item is incorporated herein by reference to the information in our 2025 Proxy Statement.

Securities Authorized for Issuance Under Equity Compensation Plans

We intend to file with the SEC a definitive Proxy Statement, which we refer to herein as the Proxy Statement, not later than 120 days after the close of the fiscal year ended December 31, 2023.

We intend to file our 2025 Proxy Statement not later than 120 days after the close of the fiscal year ended December 31, 2024.

The information required by this item relating to our equity compensation plans is incorporated herein by reference to the information contained under the section captioned “Equity Compensation Plan Information” of the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this item is incorporated herein by reference to the information in our 2025 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required under this item is incorporated herein by reference to the information in our 2025 Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 4 , 202 3 and 202 2

Consolidated Statements of Stockholders’ (Deficit) Equity for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024, 2023 and 202 2

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 4 , 202 3 and 202 2

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(a) (3) List of Exhibits

2.1*† Stock Purchase Agreement dated as of January 10, 2014 by and among the Registrant, Sirna Therapeutics, Inc., Merck Sharp & Dohme Corp., and solely for the purposes of certain specified provisions, Merck & Co., Inc.

(filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014 (File No.

001-36407) for the quarterly period ended March 31, 2014 and incorporated herein by reference)

3.1 Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1C to the Registrant’s Current Report on Form 8-K filed on April 26, 2019 (File No.

8 unchanged sentences

001-36407) for the quarterly period ended September 30, 2022 and incorporated herein by reference)

4.4 Form of 1.00% Convertible Senior notes due 2027 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No.

4.4 Form of 1.00% Convertible Senior notes due 2027 (filed as Exhibit 4.

1 to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No.

001-36407) and incorporated herein by reference)

25 unchanged sentences

001-36407) for the quarterly period ended March 31, 2023 and incorporated herein by reference)

Form of Performance Stock Unit Award Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (granted on or after June 11, 2024) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Form of Restricted Stock Unit Award Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (granted on or after June 11, 2024) (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Form of Nonstatutory Stock Option Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (granted on or after June 11, 2024) (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Form of Nonstatutory Stock Option Agreement for Non-Employee Directors under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Amended and Restated Annual Incentive Program, as amended (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed on February 11, 2021 (File No.

3 unchanged sentences

001-36407) and incorporated herein by reference)

Letter Agreement between the Registrant and John M.

Maraganore, Ph.D.

dated October 26, 2021 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 28, 2021 (File No.

001-36407) and incorporated herein by reference)

Letter Agreement between the Registrant and Indrani L.

Franchini dated January 14, 2022 (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on April 28, 2022 (File No.

001-36407) for the quarterly period ended March 31, 2022 and incorporated herein by reference)

Letter Agreement, dated July 31, 2023, between Alnylam Pharmaceuticals, Inc.

and Akshay K.

Vaishnaw, M.D., Ph.D.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 3, 2023 (File No.

Letter Agreement, effective as of March 1, 2024 between Registrant and Indrani L.

Franchini (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 4, 2024 (File No.

001-36407) and incorporated herein by reference)

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001-36407) for the quarterly period ended June 30, 2015 and incorporated herein by reference)

10.38 Purchase and Sale Agreement entered into as of February 10, 2016 by and between 20 Commerce LLC and the Registrant (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 4, 2016 (File No.

001-36407) for the quarterly period ended March 31, 2016 and incorporated herein by reference)

Sublicense Agreement dated effective January 8, 2007 among the Registrant and INEX Pharmaceuticals Corporation (now Arbutus Biopharma Corporation, as successor in interest) (filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on February 18, 2011 (File No.

25 unchanged sentences

001-36407) for the quarterly period ended June 30, 2023 and incorporated herein by reference)

Amendment No.

2 entered into as of March 7, 2024 to the Master Collaboration Agreement dated as of April 8, 2019 by and between the Registrant and Regeneron Pharmaceuticals, Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2024 (File No.

001-36407) for the quarterly period ended March 31, 2024 and incorporated herein by reference)

Amendment No.

3 entered into as of August 1, 2024 to the Master Collaboration Agreement dated as of April 8, 2019 by and between the Registrant and Regeneron Pharmaceuticals, Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 31, 2024 (File No.

001-36407) for the quarterly period ended September 30, 2024 and incorporated herein by reference)

License and Collaboration Agreement dated as of February 3, 2013 by and among The Medicines Company and the Registrant (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2023 (File No.

61 unchanged sentences

001-36407, filed on September 16, 2022)

Amended and Restated Insider Trading Policy of t he Registrant, dated February 27, 202 3

21.1# Subsidiaries of the Registrant

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Financial Officer

P olicy for t he R ecovery of E rroneously A war ded I ncentive -B ased C ompensation

97 Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed on February 15, 2024 (File No.

001-36407) for the year ended December 31, 2023 and incorporated herein by reference)

101.SCH# Inline XBRL Taxonomy Extension Schema Document

45 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.

What changed 10-K

Item 9A. Controls and Procedures