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Recent Sales of Unregistered Securities
−Removed: Agreement with Hangzhou Highlightll Pharmaceutical Co.
−Removed: In March 2023, we entered into an exclusive, worldwide (excluding People’s Republic of China and its territories and possessions) license agreement with Hangzhou Highlightll Pharmaceutical Co.
−Removed: ("Highlightll") (the "Highlightll Agreement"), pursuant to which we obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.
−Removed: In December 2023, we entered into a second amendment to the Highlightll Agreement, which granted us an exclusive option and right of first refusal to any Selective TYK2 Inhibitor being developed by or on behalf of Highlightll or its affiliates.
−Removed: As a result of the second amendment, we issued 721,136 of our common shares, valued at $21.8 million, that were not registered under the Securities Act to Highlightll in December 2023.
−Removed: Highlightll represented that, among other things, it is an institutional accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act, and the foregoing shares were issued in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act.
−Removed: See Note 11, "License Agreements," to the Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
−Removed: Pyramid Acquisition
−Removed: In January 2024, we acquired Pyramid Biosciences, Inc.
−Removed: ("Pyramid"), pursuant to an Agreement and Plan of Merger, dated January 7, 2024 (the "Pyramid Agreement").
−Removed: In consideration for the Pyramid acquisition, we made an upfront payment of $10.0 million of our common shares.
−Removed: We also agreed to make additional success-based payments up to $40.0 million upon achievement of certain regulatory milestones, which we may elect to pay in cash or our common shares.
−Removed: In January 2024, a $5.0 million payment became due to Pyramid related to achievement of a regulatory milestone under the Pyramid Agreement, which we elected to pay in our common shares.
−Removed: The shares related to both of these payments were not registered under the Securities Act.
−Removed: Pyramid represented that, among other things, it is an institutional accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act.
−Removed: The foregoing shares shall be issued in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act.
−Removed: See Note 6, "Acquisitions," to the Consolidated Financial Statements appearing elsewhere in this report for additional details on this transaction.
+Added: FGFR3 Agreement with GeneQuantum Healthcare Co.
+Added: and Aimed Bio, Inc.
+Added: In December 2024, we entered into the FGFR3 Agreement with GeneQuantum and Aimed Bio pursuant to which we obtained the exclusive rights to develop and commercialize GeneQuantum's and Aimed Bio's joint research FGFR3 ADC program.
+Added: As consideration for the agreement, we were obligated to pay an upfront payment of 222,119 common shares valued at approximately $8.6 million as of the effective date, which were issued in January 2025.
+Added: The foregoing issuance and sale of our common shares in connection with the execution of the FGFR3 Agreement have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws.
+Added: We have relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
+Added: Merus Agreement
+Added: In January 2025, we entered into a research collaboration and license agreement with Merus N.V.
+Added: ("Merus") to co-develop three novel dual-targeting ADCs, leveraging Merus’ Biclonics® technology platform, and our next-generation ADC conjugation and payload platform technologies (the "Merus Agreement").
+Added: As consideration for the agreement, we were obligated to pay an upfront payment of 132,700 common shares valued at approximately $5.0 million as of the effective date, which were issued in February 2025.
+Added: The foregoing issuance and sale of our common shares in connection with the execution of the Merus Agreement have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws.
+Added: We have relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering.
Securities Authorized for Issuance Under Equity Compensation Plans
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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.