5 unchanged sentences
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on our management’s evaluation (with the participation of the individual serving as our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, the individual serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2019, the end of the period covered by this report.
+Added: Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020, the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
−Removed: Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individual serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
+Added: Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework).
Based on this assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.
−Removed: Our independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in this Form 10-K and has issued an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2019.
−Removed: The report of Ernst & Young LLP is included with the financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.
+Added: Our independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in this Form 10-K and has issued an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their attestation report, which is included elsewhere herein.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Enhancements were made to our existing internal controls over financial reporting, effective during the year ended December 31, 2020, due to the adoption and implementation of the new credit loss reporting requirements under ASU 2016-13.
+Added: Further, due to the achievement of certain technological, manufacturing and regulatory operating milestones, we have enhanced our existing internal controls over financial reporting associated with the fair value assessment of the stock price appreciation milestones for the Amended MSK License.
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated March 2, 2020 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 24, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
San Diego, CA
−Removed: March 2, 2020
−Removed: Othe r Information
+Added: February 24, 2021
+Added: Other Information
Directors, Executive Officers and Corporate Governance
32 unchanged sentences
Amended and Restated Bylaws of the Registrant, as currently in effect
−Removed: August 29, 2013
+Added: Filed herewith
Specimen Common Stock Certificate
6 unchanged sentences
August 13, 2013
−Removed: Form of Warrant to Purchase Common Stock issuable to Silicon Valley Bank and its affiliates
−Removed: August 5, 2014
Description of Securities
Filed herewith
+Added: Form of Pre-Funded Warrant
+Added: January 8, 2021
2007 Equity Incentive Plan and forms of agreements thereunder
1 unchanged sentence
Amended and Restated 2013 Stock Option and Incentive Plan and forms of agreements thereunder
+Added: Filed herewith
Form of Unrestricted Stock Award Agreement under the 2013 Stock Option and Incentive Plan
9 unchanged sentences
Fate Therapeutics, Inc.
−Removed: Inducement Equity Plan
+Added: Amended and Restated Inducement Equity Plan
Filed herewith
−Removed: Form of Stock Option Agreement under Fate Therapeutics, Inc.
+Added: Forms of Stock Option Agreement under Fate Therapeutics, Inc.
Inducement Equity Plan
−Removed: Form of Restricted Stock Unit Award Agreement under Fate Therapeutics, Inc.
+Added: Filed herewith
+Added: Forms of Restricted Stock Unit Award Agreement under Fate Therapeutics, Inc.
Inducement Equity Plan
+Added: Filed herewith
Exclusive License Agreement by and between the Registrant and Children's Medical Center Corporation, dated May 13, 2009
17 unchanged sentences
Whitehead Institute for Biomedical Research Exclusive Patent License Agreement between the Registrant and the Whitehead Institute for Biomedical Research, dated as of February 24, 2009
−Removed: March 12, 2015
+Added: Filed herewith
License Agreement between the Registrant and The Scripps Research Institute, dated as of July 13, 2009
−Removed: March 12, 2015
+Added: Filed herewith
License Agreement between the Registrant and The Scripps Research Institute, dated as of May 25, 2010
−Removed: March 12, 2015
+Added: Filed herewith
License Agreement between the Registrant and The Scripps Research Institute, dated as of August 24, 2010
−Removed: March 12, 2015
+Added: Filed herewith
Securities Purchase Agreement, dated August 6, 2016, by and among the Registrant and the Purchasers
24 unchanged sentences
Lease Agreement by and between the Registrant and Scripps Summit Investments LLC, dated January 7, 2020
+Added: March 2, 2020
+Added: Collaboration and Option Agreement by and between the Registrant and Janssen Biotech, Inc., dated April 2, 2020
+Added: August 5, 2020
+Added: Stock Purchase Agreement by and between the Registrant and Johnson & Johnson Innovation – JJDC, Inc., dated April 2, 2020
+Added: August 5, 2020
+Added: Stock Purchase Agreement by and between the Registrant and Johnson & Johnson Innovation – JJDC, Inc., dated June 8, 2020
+Added: August 5, 2020
+Added: Offer Letter by and between the Registrant and Edward Dulac III, dated May 20, 2020
+Added: August 19, 2020
+Added: Letter Agreement, dated December 4, 2020, by and between the Registrant and Ono Pharmaceutical Co., Ltd.
Filed herewith
+Added: Patent License Agreement by and between the Registrant and Max-Delbrück-Centrum für Molekulare Medizin in der Helmholtz-Gemeinschaft, dated August 30, 2019
+Added: Filed herewith
Amended Code of Business Conduct and Ethics
6 unchanged sentences
Filed herewith
−Removed: Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14 and 15-d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Incorporated by
+Added: Exhibit Title
+Added: Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15-d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
−Removed: Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
+Added: Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15-d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Filed herewith
+Added: Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
−Removed: XBRL Instance Document
+Added: Certification of Principal Financial Officer pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
−Removed: XBRL Taxonomy Extension Schema Document
+Added: 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.
Filed herewith
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Schema Document
Filed herewith
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
−Removed: XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Filed herewith
+Added: Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
+Added: Filed herewith
Certain provisions of this Exhibit have been omitted as confidential information.
2 unchanged sentences
Fate Therapeutics, Inc.
−Removed: March 2, 2020
+Added: February 24, 2021
Scott Wolchko
2 unchanged sentences
(Principal Executive Officer and Authorized Signatory)
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.
−Removed: Scott Wolchko as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.
+Added: February 24, 2021
+Added: /s/ Edward J.
+Added: Chief Financial Officer
+Added: (Principal Financial and Accounting Officer)
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of J.
+Added: Scott Wolchko and Edward J.
+Added: Dulac III as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.
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 in the capacities and on the dates indicated:
1 unchanged sentence
President and Chief Executive Officer and Director
−Removed: March 2, 2020
+Added: February 24, 2021
Scott Wolchko
−Removed: (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
+Added: (Principal Executive Officer)
+Added: /s/ Edward J.
+Added: Chief Financial Officer
+Added: February 24, 2021
+Added: (Principal Financial and Accounting Officer)
/s/ William H.
Chairman of the Board and Director
−Removed: March 2, 2020
+Added: February 24, 2021
Rastetter, Ph.D.
Vice Chairman of the Board and Director
−Removed: March 2, 2020
+Added: February 24, 2021
Mendlein, Ph.D., J.D.
/s/ Shefali Agarwal
−Removed: March 2, 2020
+Added: February 24, 2021
Shefali Agarwal, M.D.
/s/ Timothy P.
−Removed: March 2, 2020
+Added: February 24, 2021
/s/ Robert S.
−Removed: March 2, 2020
+Added: February 24, 2021
+Added: /s/ Robert Hershberg
+Added: February 24, 2021
+Added: Robert Hershberg, M.D., Ph.D.
/s/ Karin Jooss
−Removed: March 2, 2020
+Added: February 24, 2021
Karin Jooss, Ph.D.
−Removed: /s/ Amir Nashat
−Removed: March 2, 2020
−Removed: Amir Nashat, Sc.D.
/s/ Michael Lee
−Removed: March 2, 2020
+Added: February 24, 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.