2 unchanged sentences
As of December 31, 2020, our management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
−Removed: Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.
+Added: Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2020, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
4 unchanged sentences
Based upon the assessments, management has concluded that as of December 31, 2020 our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.
+Added: This Annual Report on Form 10-K does not include an attestation report on internal control over financial reporting issued by our independent registered accounting firm.
+Added: Our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until we are no longer a smaller reporting company.
Changes in Internal Control over Financial Reporting
3 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.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors
−Removed: AnaptysBio, Inc.:
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited AnaptysBio, Inc.
−Removed: and subsidiary’s (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2020 expressed an unqualified opinion on those consolidated financial statements.
−Removed: Basis for Opinion
−Removed: 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.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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.
−Removed: San Diego, California
−Removed: March 2, 2020
Other Information
Directors, Executive Officers and Corporate Governance
−Removed: Information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of Class III Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
+Added: Information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of Class I Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2021 Annual Meeting of Shareholders, and such disclosure, if any, is incorporated herein by reference.
Executive Compensation
−Removed: Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class III Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
+Added: Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class I Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
12 unchanged sentences
Incorporated by reference
−Removed: Description of Document
+Added: Number Description of Document Form File No.
+Added: Exhibit Filing
3.1 Amended and Restated Certificate of Incorporation, as currently in effect.
+Added: 10-Q 001-37985 3.1 May 12, 2017
3.2 Restated Bylaws, as currently in effect.
−Removed: September 9, 2015
+Added: S-1 333-206849 3.4 September 9, 2015
4.1 Form of Common Stock Certificate.
−Removed: December 23, 2015
+Added: S-1 333-206849 4.1 December 23, 2015
4.2 Fourth Amended and Restated Investors’ Rights Agreement, dated July 13, 2015, by and among the Registrant and certain of its stockholders.
−Removed: September 9, 2015
+Added: S-1 333-206849 4.2 September 9, 2015
4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: 10-K 001-37985 4.3 March 2, 2020
10.1* Form of Indemnity Agreement.
−Removed: September 9, 2015
+Added: S-1 333-206849 10.1 September 9, 2015
10.2* Amended and Restated 2006 Equity Incentive Plan and forms of award agreements.
−Removed: January 17, 2017
−Removed: 2017 Equity Incentive Plan, to become effective on the date the registration statement is declared effective, and forms of award agreements.
−Removed: January 17, 2017
−Removed: 2017 Employee Stock Purchase Plan, to become effective on the date the registration statement is declared effective, and forms of award agreements.
−Removed: January 17, 2017
+Added: S-1 333-206849 10.2 January 17, 2017
+Added: 10.3* 2017 Equity Incentive Plan, and forms of award agreements.
+Added: S-1 333-206849 10.3 January 17, 2017
+Added: 10.4* 2017 Employee Stock Purchase Plan, and forms of award agreements.
+Added: S-1 333-206849 10.4 January 17, 2017
10.5* Employment Agreement, effective as of January 1, 2012, by and between the Registrant and Hamza Suria, as amended.
−Removed: March 5, 2018
−Removed: Employment Agreement, effective as of October 20, 2014, by and between the Registrant and Marco Londei, as amended.
−Removed: March 5, 2018
+Added: 10-K 001-37985 10.5 March 5, 2018
10.6 Office Lease, dated April 19, 2011, by and between the Registrant and Kilroy Realty, L.P., as amended.
−Removed: December 23, 2015
+Added: S-1 333-206849 10.8 December 23, 2015
10.7 Antibody Generation Agreement, dated December 22, 2011, by and between the Registrant and Celgene Corporation, as modified.
−Removed: December 28, 2016
+Added: S-1 333-206849 10.9 December 28, 2016
10.8+ Collaboration and Exclusive License Agreement, dated March 10, 2014, by and among the Registrant, TESARO, Inc.
and TESARO Development, Ltd., as amended.
−Removed: Incorporated by reference
−Removed: Description of Document
+Added: S-1 333-206849 10.10 May 10, 2016
10.9+ License Agreement, dated August 30, 2006, by and between the Registrant and Medical Research Council, as amended.
−Removed: September 9, 2015
+Added: S-1 333-206849 10.12 September 9, 2015
10.10 + Non-Exclusive Research and Commercial License Agreement, dated May 15, 2009, by and between the Registrant and Millipore Corporation.
−Removed: September 9, 2015
−Removed: Loan and Security Agreement, dated December 24, 2014, by and among the Registrant, Oxford Finance LLC and Silicon Valley Bank, as amended.
−Removed: February 2, 2016
−Removed: Employment Agreement, effective August 6, 2018, by and between Registrant and Eric Loumeau
−Removed: November 8, 2018
+Added: S-1 333-206849 10.13 September 9, 2015
+Added: Incorporated by reference
+Added: Number Description of Document Form File No.
+Added: Exhibit Filing
10.11 Amendment No.
1 to Investor Rights.
−Removed: November 8, 2018
−Removed: Sub-lease Agreement.
−Removed: November 8, 2018
+Added: 10-Q 001-37985 4.1 November 8, 2018
+Added: 10.12 Wateridge Lease Agreement.
+Added: 10-Q 001-37985 10.16 May 6, 2020
+Added: 10.13* Amended and Restated Employment Agreement, effective July 15, 2020, by and between Registrant and Eric Loumeau
+Added: 10-Q 001-37985 10.17 November 4, 2020
+Added: Employment Agreement, effective July 15, 2020, by and between Registrant and Dennis Mulroy
+Added: 10-Q 001-37985 10.18 November 4, 2020
+Added: Employment Agreement, effective July 31, 2020, by and between Registrant and Paul Lizzul
+Added: 10-Q 001-37985 10.19 November 4, 2020
+Added: 10.16 Amendment No.
+Added: 3 to the Collaboration and Exclusive License Agreement
+Added: 10.17 Termination of Sublease
+Added: 10.18 Confidential Settlement and Modification Agreement dated as of October 23, 2020
21.1 Subsidiaries of the Registrant.
19 unchanged sentences
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 .
−Removed: March 2, 2020
+Added: February 25, 2021
AnaptysBio, Inc.
4 unchanged sentences
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.
−Removed: /s/ Hamza Suria
−Removed: President, Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: March 2, 2020
−Removed: /s/ Eric Loumeau
−Removed: Interim Chief Financial Officer and General Counsel
−Removed: (Principal Accounting and Financial Officer)
−Removed: March 2, 2020
−Removed: /s/ Dennis Fenton
−Removed: March 2, 2020
+Added: Signature Title Date
+Added: /s/ Hamza Suria President, Chief Executive Officer and Director
+Added: Hamza Suria (Principal Executive Officer) February 25, 2021
+Added: /s/ Dennis Mulroy Chief Financial Officer
+Added: Dennis Mulroy (Principal Accounting and Financial Officer) February 25, 2021
+Added: /s/ Dennis Fenton Director February 25, 2021
Dennis Fenton, Ph.D.
−Removed: March 2, 2020
−Removed: /s/ Hollings Renton
−Removed: March 2, 2020
+Added: Hamill Director February 25, 2021
+Added: /s/ Magda Marquet Director February 25, 2021
+Added: Magda Marquet, Ph.D.
+Added: /s/ Hollings Renton Director February 25, 2021
Hollings Renton
−Removed: /s/ John Schmid
−Removed: March 2, 2020
−Removed: March 2, 2020
+Added: /s/ John Schmid Director February 25, 2021
+Added: Topper Director February 25, 2021
Topper, M.D., Ph.D.
−Removed: March 2, 2020
+Added: Anthony Ware Director February 25, 2021
Anthony Ware, 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.