Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Recent Sales of Unregistered Equity Securities
−Removed: During the three months ended June 30, 2021, we issued the following securities that were not registered under the Securities Act:
−Removed: We granted stock options to purchase an aggregate of 11,131 shares of our common stock, at an exercise price of $11.44 per share, to employees pursuant to our 2017 Stock Incentive Plan.
−Removed: We issued an aggregate of 1,003 shares of common stock to employees and consultants for cash consideration in the aggregate amount of $1,600 upon the exercise of stock options from April 1 through April 16, 2021.
−Removed: The issuances of stock options and shares of common stock upon exercises thereof that are described in paragraphs (1) and (2) above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or in reliance on Rule 701 of the Securities Act as offers and sales of securities under compensatory benefit plans and contracts relating to compensation in compliance with Rule 701.
−Removed: The shares of common stock issued upon the exercise of stock options are deemed to be restricted securities for purposes of the Securities Act.
−Removed: On April 30, 2021, we filed a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable pursuant to our equity compensation plans.
Use of Proceeds from Registered Securities
5 unchanged sentences
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021).
−Removed: 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Form of Stock Option Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Form of Restricted Stock Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Daniel J.
−Removed: Hicklin, Ph.D.
−Removed: (incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Randi Isaacs M.D.
−Removed: (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Cynthia Seidel-Dugan, Ph.D.
−Removed: (incorporated by reference to Exhibit 10.17 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Reid Leonard, Ph.D.
−Removed: (incorporated by reference to Exhibit 10.18 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Ellen Lubman, M.B.A.
−Removed: (incorporated by reference to Exhibit 10.19 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Employment Agreement dated as of April 23, 2021, by and between the Registrant and Timothy W.
−Removed: Trost (incorporated by reference to Exhibit 10.20 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021).
−Removed: Lease Agreement dated as of June 1, 2021, by and between the Registrant and ARE-MA Region No.
−Removed: 75, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021).
+Added: Employment Agreement dated as of April 30, 2021 by and between the Registrant and Chulani Karunatilake.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
15 unchanged sentences
WEREWOLF THERAPEUTICS, INC.
−Removed: August 12, 2021 By:
+Added: November 10, 2021 By:
/s/ Timothy W.
2 unchanged sentences
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.