Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2023, 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. 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, 2023, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework issued in 2013. Based upon the assessments, management has concluded that as of December 31, 2023 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.
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. 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
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting may not prevent or detect all errors and all fraud. 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.
Item 9B. Other Information
During the quarter ended December 31, 2023, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
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 2024 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 2024 Annual Meeting of Stockholders, and such disclosure, if any, is incorporated herein by reference.
Item 11. Executive Compensation
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 2024 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item is incorporated herein by reference to the section titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Definitive Proxy Statement with respect to our 2024 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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this Item is incorporated herein by reference to the section titled “Certain Relationships and Related Party Transactions” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2024 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.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID: 185 .
Information required by this Item is incorporated herein by reference to the section titled “Ratification of Independent Registered Public Accounting Firm” in our Definitive Proxy Statement with respect to our 2024 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.
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PART IV
Item 15. Exhibits, Consolidated Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements under Part II, Item 8 herein.
2. Consolidated Financial Statement Schedules
No consolidated financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or notes thereto.
3. Exhibits
EXHIBIT INDEX
Incorporated by reference
Exhibit
Number Description of Document Form File No. Exhibit Filing
Date Filed
Herewith
3.1 Amended and Restated Certificate of Incorporation, as currently in effect.
10-Q 001-37985 10.26 August 7, 2023
3.2 Restated Bylaws, as currently in effect.
8-K 001-37985 3.1 February 10, 2023
4.1 Form of Common Stock Certificate.
S-1 333-206849 4.1 December 23, 2015
4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K 001-37985 4.3 March 2, 2020
10.1* Form of Indemnity Agreement.
S-1 333-206849 10.1 September 9, 2015
10.2* Amended and Restated 2006 Equity Incentive Plan and forms of award agreements.
S-1 333-206849 10.2 January 17, 2017
10.3* 2017 Equity Incentive Plan, and forms of award agreements.
S-1 333-206849 10.3 January 17, 2017
10.4* 2017 Employee Stock Purchase Plan, and forms of award agreements.
S-1 333-206849 10.4 January 17, 2017
10.5+
Collaboration and Exclusive License Agreement, dated March 10, 2014, by and among the Registrant, TESARO, Inc. and TESARO Development, Ltd., as amended.
S-1 333-206849 10.10 May 10, 2016
10.6 Wateridge Lease Agreement.
10-Q 001-37985 10.16 May 6, 2020
10.7*
Amended and Restated Employment Agreement, effective May 8 , 202 3 , by and between the Registrant and Eric Loumeau
10-Q
001-37985 10.25 May 11, 2023
10.8*
Amended and Restated Employment Agreement, effective April 25, 2022, by and between the Registrant and Dennis Mulroy
8-K 001-37985 10.3 April 29, 2022
10.9*
Amended and Restated Employment Agreement, effective April 25, 2022, by and between Registrant and Paul Lizzul
8-K 001-37985 10.1 April 29, 2022
10.10++
Amendment No. 3 to the Collaboration and Exclusive License Agreement
10-K 001-37985 10.16 February 25, 2021
10.11++
Confidential Settlement and Modification Agreement dated as of October 23, 2020
10-K 001-37985 10.18 February 25, 2021
10.12 First Amendment to Lease Agreement
10-Q 001-37985 10.19 August 9, 2021
10.13‡++
Royalty Purchase Agreement, dated October 25, 2021, by and between the Registrant and Sagard Healthcare Royalty Partners, LP
8-K 001-37985 2.1 December 1, 2021
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Incorporated by reference
Exhibit
Number Description of Document Form File No. Exhibit Filing
Date Filed
Herewith
10.14 Amendment No. 4 to Tesaro AnaptysBio Collaboration
10-K 001-37985 10.19 March 7, 2022
10.15*
Amended and Restated Employment Agreement, effective August 4 , 202 3 , by and between the Registrant and Daniel Faga
10-Q 001-37985 10.27 November 2, 2023
10.16‡++
Purchase and Sale Agreement, dated September 9, 2022, by and between the Registrant and DRI Healthcare Acquisitions L.P.
10-Q 001-37985 10.23 November 8, 2022
10.17 Sales Agreement, dated November 8, 2022, by and between the Registrant and Cowen and Company, LLC
10-Q 001-37985 10.24 November 8, 2022
10.18‡++
License Agreement , dated November 24, 2023, by and between the Re gistrant a nd Centessa Pharmaceuticals (UK) Limited
X
10.19‡++
Amendment No. 5 to Tesaro AnaptysBio Collaboration
X
21.1 Subsidiaries of the Registrant.
X
23.1 Consent of KPMG LLP, an independent registered public accounting firm.
X
24.1 Power of Attorney
X
31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
31.2 Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
97 P olicy Relating to Recovery of Errone ously Awarded Compensation .
X
101.INS
XBRL Report Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Executive compensation plan or agreement.
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** This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+ Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to a confidential treatment request under Rule 406 promulgated under the Securities Act.
++ Certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
‡ Exhibits and schedules to this agreement have been omitted pursuant to the rules of the SEC. The Registrant will submit copies of such exhibits and schedules to the SEC upon request.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
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 .
Date: March 11, 2024
AnaptysBio, Inc.
By: /s/ Daniel Faga
Daniel Faga
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Daniel Faga and Eric Loumeau, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file 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, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
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.
Signature Title Date
/s/ Daniel Faga President, Chief Executive Officer and Director
Daniel Faga (Principal Executive Officer) March 11, 2024
/s/ Dennis Mulroy Chief Financial Officer
Dennis Mulroy (Principal Accounting and Financial Officer) March 11, 2024
/s/ Dennis Fenton Director March 11, 2024
Dennis Fenton, Ph.D.
/s/ Rita Jain
Director March 11, 2024
Rita Jain, M.D
/s/ Magda Marquet Director March 11, 2024
Magda Marquet, Ph.D.
/s/ Oleg Nodelman Director March 11, 2024
Oleg Nodelman
/s/John Orwin
Director
March 11, 2024
John Orwin
/s/ Hollings Renton Director March 11, 2024
Hollings Renton
/s/ John Schmid Director March 11, 2024
John Schmid
/s/ J. Anthony Ware Director March 11, 2024
J. Anthony Ware, M.D.
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