What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-27 · 49 added, 75 removed, 152 unchanged (45% of the section changed)

9 unchanged sentences

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020 .

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included in this Item 9A of this Annual Report on Form 10-K.

Inherent Limitations on Controls and Procedures

14 unchanged sentences

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 Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of the Independent Registered Public Accounting Firm

There were no changes in our internal control over financial reporting during the three months ended December 31, which were identified in connection with our evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact to the design and operating effectiveness of our internal controls.

Report of Independent Registered Public Accounting Firm

This Annual Report on Form 10-K includes an attestation report from our independent registered public accounting firm.

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows as of and for the year ended December 31, 2019, of the Company and our report dated February 27, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding a change in the method of accounting for leases in 2019 due to adoption of Accounting Standards Update No.

2016-02, Leases (Topic 842) , using the optional transition method.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet and related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows as of and for the year ended December 31, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

San Jose, California

February 27, 2020

March 1, 2021

Other Information

At the Market Offering Facility

On February 27, 2020, we entered into a sales agreement, or the 2020 ATM Facility, with Cowen and Company, LLC, or Cowen, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $0.0001 per share, or the Common Stock, having an aggregate offering price of up to $100.0 million through Cowen, as sales agent.

Cowen may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for our common stock.

Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose).

We will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the 2020 ATM Facility, and we also have provided Cowen with customary indemnification rights.

We are not obligated to make any sales of Common Stock under the 2020 ATM Facility.

The offering of shares of Common Stock pursuant to the 2020 ATM Facility will terminate upon the earlier of (i) the sale of all common stock subject to the 2020 ATM Facility or (ii) termination of the 2020 ATM Facility in accordance with its terms.

The foregoing description of the 2020 ATM Facility is qualified in its entirety by reference to the 2020 ATM Facility, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The legal opinion of Cooley LLP relating to the shares of Common Stock being offered pursuant to the 2020 ATM Facility is filed as Exhibit 5.1 to this Annual Report on Form 10-K.

Cognate Agreement

On December 24, 2019, we entered into the Commercial Manufacturing Services Agreement, or the Manufacturing Agreement, with Cognate, which was effective as of January 1, 2020.

The Manufacturing Agreement supersedes the Development and Manufacturing Services Agreement, or the DSMA Agreement, with Cognate, dated August 10, 2015, as amended.

The Manufacturing Agreement governs similar manufacturing services provided for under the DMSA Agreement with similar terms.

Specifically, pursuant to the Manufacturing Agreement, Cognate provides process development and manufacturing services for certain of our product candidates.

The initial term of the Manufacturing Agreement runs until December 31, 2021 and is renewable with Cognate’s approval for an additional one-year period.

Atara may terminate the Manufacturing Agreement for convenience on six months’ written notice to Cognate, or immediately if Cognate is unable to perform the services under the Manufacturing Agreement or fails to obtain or maintain certain necessary approvals.

The Manufacturing Agreement includes standard mutual termination rights for uncured breach or insolvency, or a force majeure event preventing the performance of services for at least ninety days.

To facilitate the entry into the Manufacturing Agreement, on November 27, 2019, we and Cognate also entered into a Fifth Amendment to the DMSA Agreement, or the DMSA Amendment, which amended the expiration date of the DMSA Agreement to December 31, 2019.

The foregoing summary descriptions of the Manufacturing Agreement and the DMSA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Manufacturing Agreement and the DMSA Amendment, respectively, which are filed as exhibits hereto.

Chief Operations Officer

On February 27, 2020, we appointed Joseph Newell to the position of Executive Vice President, Chief Operations Officer.

Newell, age 50, has served as our Executive Vice President and Chief Technical Operations Officer since April 2017.

From July 2015 to April 2017, he was Vice President, North America Manufacturing at Alexion Pharmaceuticals, Inc., a publicly traded biotechnology company.

From March 2008 to July 2015, Mr.

Newell served in various roles within Amgen, Inc., a publicly traded human therapeutics company, including as Executive Director and Plant Manager from August 2012 to September 2014 and Executive Director, Operations Strategic Planning from September 2014 to June 2015.

He received a B.S.

from California State Polytechnic University – Pomona.

In his new role, Mr.

Newell will receive an annual salary of $450,000 and will have a bonus target equal to 45% of his base salary, to be paid upon achievement of certain corporate goals.

In addition, in connection with his appointment, Mr.

Newell will receive 17,000 stock options and 8,500 restricted stock units.

Newell has no family relationships with any director, executive officer or person nominated or chosen by Atara to become a director or executive officer of Atara.

Newell is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K .

Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive proxy statement for our 2020 annual meeting of stockholders, or the Definitive Proxy Statement, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2019, and certain information to be included in the Definitive Proxy Statement is incorporated herein by reference.

Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive proxy statement for our 2021 annual meeting of stockholders (the Definitive Proxy Statement), pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2020, and certain information to be included in the Definitive Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

17 unchanged sentences

All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes thereto set forth under Item 8 above.

A list of exhibits filed with this report or incorporated herein by reference can be found in the Exhibit Index immediately following the signature page of this Report.

EXHIBIT INDEX

1 unchanged sentence

Exhibit Description

Sales Agreement, dated February 27, 2020, by and between Atara Biotherapeutics, Inc.

and Cowen and Company, LLC

Amended and Restated Certificate of Incorporation of Atara Biotherapeutics, Inc.

2 unchanged sentences

Form of 2019 Pre-Funded Warrant

Investors’ Rights Agreement, by and among Atara Biotherapeutics, Inc.

and the stockholders named therein, dated March 31, 2014

Form of May 2020 Pre-Funded Warrant

Form of December 2020 Pre-Funded Warrant

Description of Securities

Opinion of Cooley LLP

Amended and Restated 2014 Equity Incentive Plan

2 unchanged sentences

2014 Employee Stock Purchase Plan

Atara Biotherapeutics, Inc.

2018 Inducement Plan (the “Inducement Plan”)

Amended and Restated 2018 Inducement Plan

Form of Restricted Stock Unit Agreement and Restricted Stock Unit Grant Notice under the Inducement Plan

22 unchanged sentences

and the Counsel of the Queensland Institute of Medical Research, dated August 28, 2019

Third Amended and Restated Exclusive License Agreement, by and between Atara Biotherapeutics, Inc.

and the Counsel of the Queensland Institute of Medical Research, dated August 26, 2020

Third Amended and Restated Exclusive License Agreement, by and between Atara Biotherapeutics, Inc.

and the Counsel of the Queensland Institute of Medical Research, dated August 26, 2020

Development and Manufacturing Services Agreement, by and between Atara Biotherapeutics, Inc.

15 unchanged sentences

Office Lease, by and between BXP 611 Gateway Center LP and Atara Biotherapeutics, Inc., dated as of December 9, 2015

First Amendment to Lease, by and between BXP 611 Gateway Center LP and Atara Biotherapeutics, Inc., dated October 21, 2020

Standard Industrial Lease by and between Thousand Oaks Industrial Portfolio, LLC and Atara Biotherapeutics, Inc.

dated February 6, 2017

Incorporated by Reference

Exhibit Description

Research, Development and License Agreement, by and between Atara Biotherapeutics, Inc.

and Bayer AG, dated December 4, 2020

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Consent of Cooley LLP (included in Exhibit 5.1)

Power of Attorney (included on signature page)

Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13A-14A and 15D-14A

Incorporated by Reference

Exhibit Description

Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13A-14A and 15D-14A

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

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Certification of the Chief Executive Officer pursuant to Rules 13A-14A and 15D-14A of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rules 13A-14A and 15D-14A of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL

Confidential treatment has been granted for a portion of this exhibit.

Portions of this exhibit have been omitted as being immaterial and would be competitively harmful if publicly disclosed.

Portions of this exhibit have been omitted as being both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.

Indicates management contract or compensatory plan or arrangement.

2 unchanged sentences

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 the City of South San Francisco, State of California, on the 27th day of February, 2020.

Atara Biotherapeutics, Inc.

8 unchanged sentences

( principal executive officer )

February 27, 2020

March 1, 2021

/s/ Utpal Koppikar

1 unchanged sentence

Chief Financial Officer ( principal financial and accounting officer )

February 27, 2020

Baynes, M.D., Ph.D.

February 27, 2020

/s/ Eric Dobmeier

Eric Dobmeier

February 27, 2020

March 1, 2021

/s/ Ronald Renaud

Ronald Renaud

Director, Chairman

March 1, 2021

/s/ Matthew K.

February 27, 2020

March 1, 2021

Gallagher, Pharm.D.

February 27, 2020

/s/ William Heiden

William Heiden

February 27, 2020

March 1, 2021

/s/ William K.

March 1, 2021

/s/ Beth Seidenberg

Beth Seidenberg, M.D.

February 27, 2020

March 1, 2021

/s/ Maria Grazia Roncarolo

Maria Grazia Roncarolo, M.D.

March 1, 2021

/s/ Roy Baynes

Roy Baynes, M.D., Ph.D.

March 1, 2021

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