Item 5. Other Information
Item 5. OTHER INFORMATION
Trading Plans
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Table of Contents
On March 11, 2025 , Howard G. Welgus , M.D., a member of our Board of Directors , entered into a Rule 10b5-1 trading plan , intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The plan provided for the potential sale of up to 96,814 shares of common stock held by Mr. Welgus, the potential exercise and sale of up to 29,538 options, as well as the potential sale of 10,139 shares resulting from RSUs vesting between June 16, 2025 and May 29, 2026 .
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Table of Contents
ITEM 6. EXHIBITS
Exhibit
Number Description of Document Incorporated by Reference Form Date Number Filed/Furnished Herewith
3.1 Restated Certificate of Incorporation.
10-Q 5/12/20 3.1
3.2 Restated Bylaws.
10-Q 5/12/20 3.2
4.1 Form of Common Stock Certificate.
S-1/A 1/21/20 4.1
4.2^
Amended and Restated Investors’ Rights Agreement, dated October 8, 2019, by and among the Registrant and certain of its stockholders.
S-1/A 1/21/20 4.2
10.1 Severance & Change in Control Agreement, dated April 10, 2025, by and between the Re gistrant and Latha Vairavan .
8-K
4/10/25
10.1
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X
______________
^ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
† Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Arcutis Biotherapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
ARCUTIS BIOTHERAPEUTICS, INC.
Date: May 06, 2025 By: /s/ Todd Franklin Watanabe
Todd Franklin Watanabe
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 06, 2025 By: /s/ Latha Vairavan
Latha Vairavan
Chief Financial Officer
(Principal Financial and Accounting Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.