Other Information.
−Removed: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
+Added: Trading Plans
+Added: During the three months ended June 30, 2024 , none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as follows:
+Added: • On June 28, 2024 , Stacy Price , our Chief Technology & Manufacturing Officer , adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
+Added: This plan provides for the potential sale on behalf of Ms.
+Added: Price of up to 257,291 shares of our common stock.
+Added: This plan will terminate on September 1, 2025, or earlier upon the completed sale of the maximum shares subject to the plan.
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.
11 unchanged sentences
333-267643), filed with the Securities and Exchange Commission on September 28, 2022).
−Removed: Amendment No.
−Removed: 2 to the Cell Line License Agreement by and between the Registrant and WuXi Biologics (Hong Kong) Limited, dated March 13, 2024 (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-40703), filed with the Securities and Exchange Commission on March 28, 2024).
−Removed: Employment Agreement by and between the Registrant and Julie Green, dated January 24, 2024 (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-40703), filed with the Securities and Exchange Commission on March 28, 2024).
−Removed: 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.
−Removed: Certification of Principal Financial 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.
−Removed: Certification of Principal Executive Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Principal Financial Officer Pursuant to 18 U.S.C.
+Added: Employment Agreement by and between the Company and Timothy Lee, dated May 30, 2024.
+Added: F irst Amendment to the Employment Agreement of Jeremy Gowler, dated April 11, 2024, by and between the Company and Jeremy Gowler (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.
+Added: 001-40703), filed with the Securities and Exchange Commission on April 12, 2024).
+Added: Separation Agreement by and between the Company and David Hering, dated May 3, 2024.
+Added: Separation Agreement by and between the Company and Jeremy Gowler, dated May 31, 2024.
+Added: Certification of Principal Executive Officer and Principal Financial Officer 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.
+Added: Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document).
+Added: Filed herewith.
Indicates management contract or compensatory plan.
−Removed: Certain portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Certain schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
−Removed: A copy of any omitted schedules will be furnished supplementally to the SEC upon request.
−Removed: Filed herewith.
+Added: A copy of any omitted schedules will be furnished supplementally to the Securities and Exchange Commission upon request.
Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section.
2 unchanged sentences
INVIVYD, INC.
−Removed: /s/ Jeremy Gowler
−Removed: Jeremy Gowler
−Removed: Interim Chief Executive Officer, Chief Operating Officer and Chief Commercial Officer
−Removed: (Principal Executive Officer)
+Added: August 14, 2024
/s/ William Duke, Jr.
1 unchanged sentence
Chief Financial Officer
−Removed: (Principal Financial Officer and Principal Accounting Officer)
+Added: (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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.