What changed in this filing

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Item 9A. Controls and Procedures

2021-03-25 compared with 2020-02-25 · 47 added, 42 removed, 109 unchanged (45% of the section changed)

20 unchanged sentences

Other Information.

Notes to Financial Statements

(in thousands, except share and per share data)

Certain information required by Part III is omitted from this annual report on Form 10‑K and is incorporated herein by reference to our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (“Proxy Statement”), which we intend to file pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days after December 31, 2020.

23 unchanged sentences

Incorporated by Reference

Exhibit Number

Exhibit Title

Filed Herewith

Contribution Agreement, dated as of October 3, 2013, by and among Strathspey Crown Holdings, LLC, the Registrant, the Shareholders of the Registrant, and J.

Christopher Marmo, as the Shareholders’ Representative, as amended on September 22, 2014, November 3, 2015, February 15, 2016 and April 14, 2016.

Exhibit Number Exhibit Title Form File No.

Exhibit Filing Date Filed Herewith

Amended and Restated Certificate of Incorporation.

8-K 001-38381 3.1 2/12/18

Amended and Restated Bylaws.

8-K 001-38381 3.2 2/12/18

Specimen certificate evidencing shares of common stock of the Registrant.

S-1/A 333-222478 4.1 1/25/18

Stockholders’ Agreement, dated as of December 14, 2017, by and among ALPHAEON Corporation, Dental Innovations BVBA, Longitude Venture Partners II, L.P.

and the Registrant.

S-1 333-222478 4.2 1/9/18

Description of Securities

Stock Purchase Agreement, dated as of September 30, 2014, by and between Strathspey Crown Holdings, LLC and ALPHAEON Corporation.

S-1 333-222478 10.1 1/9/18

Amendment to Stock Purchase Agreement, dated as of September 30, 2014, by and between Strathspey Crown Holdings, LLC and ALPHAEON Corporation.

S-1 333-222478 10.2 1/9/18

License and Supply Agreement, dated as of September 30, 2013, by and between Daewoong Pharmaceutical Co., Ltd.

and the Registrant.

S-1 333-222478 10.3 1/9/18

First Amendment to License and Supply Agreement, dated as of February 26, 2014, by and between Daewoong Pharmaceutical Co., Ltd.

and the Registrant.

S-1 333-222478 10.4 1/9/18

Second Amendment to License and Supply Agreement, dated as of July 15, 2014, by and between Daewoong Pharmaceutical Co., Ltd.

and the Registrant.

S-1 333-222478 10.5 1/9/18

2017 Omnibus Incentive Plan.

S-1 333-222478 10.6 1/9/18

Form of Option Award Agreement under 2017 Omnibus Incentive Plan.

S-1 333-222478 10.7 1/9/18

Form of Dueling Option Award Agreement under 2017 Omnibus Incentive Plan.

S-1 333-222478 10.8 1/9/18

Form of Restricted Shares Award Agreement under 2017 Omnibus Incentive Plan.

S-1 333-222478 10.9 1/9/18

Form of RSU Award Agreement under 2017 Omnibus Incentive Plan.

S-1 333-222478 10.10 1/9/18

Form of RSU Award Agreement under 2017 Omnibus Incentive Plan (Updated 2020)

10-K 001-38381 10.11 2/25/20

Form of Indemnification Agreement by and between the Registrant and its directors and officers.

S-1/A 333-222478 10.11 1/25/18

Services Agreement, dated as of January 23, 2018, by and between ALPHAEON Corporation and the Registrant.

S-1/A 333-222478 10.12 1/25/18

Second Amendment to Stock Purchase Agreement, dated as of December 14, 2017, by and among SCH-AEON, LLC (f/k/a Strathspey Crown Holdings, LLC), ALPHAEON Corporation, the Registrant and J.

Christopher Marmo, as Contributors’ Representative, and acknowledged by the parties listed as Contributors on the signature pages thereto.

S-1 333-222478 10.20 1/9/18

Tax Indemnity Agreement, dated as of December 14, 2017, by and among the Registrant, J.

Christopher Marmo, as the Contributors’ Representative and each of the individuals listed on the signature pages thereto.

Exclusive Distribution and Supply Agreement, dated as of November 30, 2017, by and between Clarion Medical Technologies Inc.

and the Registrant.

S-1 333-222478 10.21 1/9/18

Therapeutic Option Letter Agreement, dated December 18, 2017, by and between ALPHAEON Corporation and the Registrant.

S-1 333-222478 10.23 1/9/18

Employment Agreement, dated as of May 6, 2018, by and between David Moatazedi and the Registrant.

S-1 333-226186 10.29 7/16/18

Employment Agreement, dated as of May 29, 2018, by and between Lauren Silvernail and the Registrant.

Employment Agreement, dated as of June 18, 2018, by and between Michael Jafar and the Registrant.

S-1 333-226186 10.30 7/16/18

Employment Agreement, dated August 15, 2018, by and between Rui Avelar and the Registrant.

Loan and Security Agreement, dated as of March 15, 2019, by and between the Company and Oxford Finance, LLC

First Amendment to Loan and Security Agreement, dated as of July 18, 2019, by and between the Registrant and Oxford Finance, LLC

10-K 001-38381 10.31 3/20/19

Lease, dated as of May 15, 2019, between the Registrant and 520 Newport Center Drive LLC

8-K 001-38381 10.1 5/21/19

List of Subsidiaries.

S-1 333-222478 21.1 1/9/18

Consent of Ernst & Young LLP, independent registered public accounting firm.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS* Inline XBRL Instance Document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

_____________

5 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2020 .

/s/ David Moatazedi

7 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ David Moatazedi

President, Chief Executive Officer and

Signature Title Date

/s/ David Moatazedi President, Chief Executive Officer and

Member of the Board of Directors

(Principal Executive Officer)

February 25, 2020

March 25, 2021

David Moatazedi

/s/ Lauren P.

Chief Financial Officer and

Silvernail Chief Financial Officer and

Executive Vice President of Corporate Development

(Principal Financial and Accounting Officer)

February 25, 2020

/s/ Vikram Malik

Chairman of the Board of Directors

February 25, 2020

/s/ Simone Blank

February 25, 2020

/s/ Bosun Hau

February 25, 2020

/s/ Kristine Romine, M.D.

February 25, 2020

Kristine Romine, M.D.

/s/ Robert Hayman

February 25, 2020

(Principal Financial and Accounting Officer) March 25, 2021

/s/ Vikram Malik Chairman of the Board of Directors March 25, 2021

/s/ Simone Blank Director March 25, 2021

/s/ Robert Hayman Director March 25, 2021

Robert Hayman

/s/ David Gill

February 25, 2020

/s/ David Gill Director March 25, 2021

Farrell, Ph.D., AM.

February 25, 2020

Director March 25, 2021

Farrell, Ph.D., AM.

/s/ Karah Parschauer

February 25, 2020

Signature Title Date

/s/ Karah Parschauer Director March 25, 2021

Karah Parschauer

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