Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2021, management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
This report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 .
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 .
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 .
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 .
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are being filed as part of this report:
(1) The following financial statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8:
Page
Report of Independent Registered Public Accounting Firm
90
Consolidated Balance Sheets
91
Consolidated Statements of Operations and Comprehensive Loss
92
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
93
Consolidated Statements of Cash Flows
94
Notes to Consolidated Financial Statements
95
(2) All financial statement schedules are omitted because the information is inapplicable or presented in the Notes to Consolidated Financial Statements.
(3) The following Exhibits are filed as part of this report.
Incorporation by Reference
Exhibit
Number Exhibit Description Form File Number Exhibit/
Appendix
Reference Filing
Date Filed
Herewith
3.1 Amended and Restated Certificate of Incorporation.
S-8 333-257249 4.1 6/21/2021
3.2 Amended and Restated Bylaws.
S-8 333-257249 4.2 6/21/2021
4.1 Form of Common Stock Certificate.
S-1/A 333-256470 4.1 6/9/2021
4.2 Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated March 5, 2020.
S-1 333-256470 4.2 5/25/2021
10.1 Lyell Immunopharma, Inc. 2018 Equity Incentive Plan, as amended.
S-1 333-256470 10.1 5/25/2021
10.2 Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise and Restricted Stock Award Agreement under the Lyell Immunopharma, Inc. 2018 Equity Incentive Plan.
S-1 333-256470 10.2 5/25/2021
10.3 Lyell Immunopharma, Inc. 2021 Equity Incentive Plan.
S-1/A 333-256470 10.3 6/09/2021
10.4 Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Lyell Immunopharma, Inc. 2021 Equity Incentive Plan.
S-1/A 333-256470 10.4 6/9/2021
10.5 Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Lyell Immunopharma, Inc. 2021 Equity Incentive Plan.
S-1/A 333-256470 10.5 6/9/2021
10.6 Lyell Immunopharma, Inc. 2021 Employee Stock Purchase Plan.
S-1/A 333-256470 10.6 6/9/2021
10.7 Lyell Immunopharma, Inc. 2021 Non-Employee Director Compensation Policy.
S-1/A 333-256470 10.7 6/9/2021
10.8 Lyell Immunopharma, Inc. Officer Severance Plan.
X
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Incorporation by Reference
Exhibit
Number Exhibit Description Form File Number Exhibit/
Appendix
Reference Filing
Date Filed
Herewith
10.9 Form of Indemnification Agreement by and between the Registrant and its directors and executive officers.
S-1 333-256470 10.9 5/25/2021
10.10 Amended Offer Letter by and between the Registrant and Richard Klausner, dated July 23, 2020.
S-1 333-256470 10.10 5/25/2021
10.11 Amended Offer Letter by and between the Registrant and Elizabeth Homans, dated July 23, 2020.
S-1 333-256470 10.11 5/25/2021
10.12 Offer Letter by and between the Registrant and Charles Newton, dated February 3, 2021.
S-1 333-256470 10.12 5/25/2021
10.13 Offer Letter by and between the Registrant and Heather Turner, dated February 1, 2019.
S-1 333-256470 10.13 5/25/2021
10.14 Offer Letter by and between the Registrant and Stephen Hill, dated May 9, 2019.
S-1 333-256470 10.14 5/25/2021
10.15 Collaboration and License Agreement by and between the Registrant, GlaxoSmithKline Intellectual Property (No. 5) Limited and Glaxo Group Limited, dated May 23, 2019, as amended.
S-1/A 333-256470 10.15 6/9/2021
10.16* Second Amendment to the Collaboration and License Agreement between the Registrant, GlaxoSmithKline Intellectual Property (No.5) Limited and Glaxo Group Limited, dated December 16, 2021.
X
10.17 License Agreement by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University, dated January 29, 2019.
S-1 333-256470 10.16 5/25/2021
10.18 Success Payment Agreement, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University, dated October 1, 2020.
S-1 333-256470 10.17 5/25/2021
10.19 Success Payment Agreement, by and between the Registrant and Fred Hutchinson Cancer Research Center, dated December 19, 2018.
S-1 333-256470 10.18 5/25/2021
10.20 Standard Office Lease for Building C by and between the Registrant and Bre Wa Office Owner LLC, dated August 28, 2019.
S-1 333-256470 10.19 5/25/2021
10.21 Standard Office Lease for Building E by and between the Registrant and Bre Wa Office Owner LLC, dated August 28, 2019.
S-1 333-256470 10.20 5/25/2021
10.22 Lease by and between the Registrant and BMR-500 Fairview Avenue LLC, dated November 27, 2018, as amended.
S-1 333-256470 10.21 5/25/2021
10.23 Lease Agreement by and between the Registrant and ARE-San Francisco No. 65, LLC, dated August 15, 2019, as amended.
S-1 333-256470 10.22 5/25/2021
23.1 Consent of independent registered public accounting firm.
X
24.1 Power of Attorney (included on signature page).
X
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Incorporation by Reference
Exhibit
Number Exhibit Description Form File Number Exhibit/
Appendix
Reference Filing
Date Filed
Herewith
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a).
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a).
X
32.1 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
X
101.INS XBRL Instance Document. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File. Formatted as Inline XBRL and contained in Exhibit 101.
*Portions of this exhibit (indicated by [*]) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California on March 29, 2022.
LYELL IMMUNOPHARMA, INC.
By: /s/ ELIZABETH HOMANS
Name: Elizabeth Homans
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Homans, Charles Newton and Heather Turner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ ELIZABETH HOMANS Chief Executive Officer and Director March 29, 2022
Elizabeth Homans (Principal Executive Officer)
/s/ CHARLES NEWTON Chief Financial Officer March 29, 2022
Charles Newton (Principal Financial and Accounting Officer)
/s/ RICHARD D. KLAUSNER Chair of the Board of Directors March 29, 2022
Richard D. Klausner, M.D.
/s/ HANS BISHOP Director March 29, 2022
Hans Bishop
/s/ OTIS BRAWLEY Director March 29, 2022
Otis Brawley, M.D.
/s/ CATHERINE FRIEDMAN Director March 29, 2022
Catherine Friedman
/s/ ELIZABETH NABEL Director March 29, 2022
Elizabeth Nabel, M.D.
/s/ ROBERT NELSEN Director March 29, 2022
Robert Nelsen
/s/ WILLIAM RIEFLIN Director March 29, 2022
William Rieflin
/s/ LYNN SEELY Director March 29, 2022
Lynn Seely, M.D.
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