Other Information.
−Removed: During the quarter ended September 30, 2023, 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(a) of Regulation S-K.
+Added: During the quarter 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 arrangemen t ,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Director and Executive Officer 10b5-1 Plans
+Added: Our Section 16 officers and directors may enter into plans or arrangements for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: Such plans and arrangements must comply in all respects with our insider trading policies, including our policy governing entry into and operation of 10b5-1 plans and arrangements.
+Added: As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, certain of our Section 16 officers and directors adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended December 31, 2023.
+Added: In addition to the plans disclosed in our Form 10-K, our director Fred B.
+Added: Craves, Ph.D.
+Added: also adopted a Rule 10b5-1 trading arrangement on December 15, 2023 for the sale of up to 52,489 shares of our common stock through August 31, 2024, which arrangement was inadvertently not disclosed in the Form 10-K.
+Added: The following table shows the number of shares of our common stock subject to the current Rule 10b5-1 trading arrangements of our Section 16 officers and directors in place as of May 3, 2024:
+Added: Name of Director or Section 16 Officer
+Added: Title of Director or Section 16 Officer
+Added: Date of Adoption, Modification, or Termination
+Added: Duration of the Plan
+Added: Aggregate Number of Shares of Common Stock that may be Sold under the Plan
+Added: Richard Levy, MD
+Added: June 16, 2025
+Added: Craves, Ph.D.
+Added: August 31, 2024
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
−Removed: Exhibit Description
−Removed: Incorporated by Reference
−Removed: Underwriting Agreement, dated September 28, 2023, by and between Madrigal Pharmaceuticals, Inc.
+Added: Number Exhibit Description Incorporated by Reference Filed
+Added: Form File No.
+Added: Exhibit Filing Date
+Added: 1.1 Underwriting Agreement, dated March 18, 2024, by and among Madrigal Pharmaceuticals, Inc.
and Goldman Sachs & Co.
−Removed: LLC, as representative of the several underwriters
−Removed: October 2, 2023
+Added: LLC, Jefferies LLC, Cowen and Company, LLC, Evercore Group L.L.C.
+Added: and Piper Sandler & Co, as representative of the several underwriters .
+Added: 8-K 001-33277 1.1 March 20, 2024
4.1 Form of Pre-Funded Warrant of Madrigal Pharmaceuticals, Inc.
−Removed: October 2, 2023
−Removed: Letter Agreement (including agreements attached as exhibits thereto), dated September 7, 2023, by and between Madrigal Pharmaceuticals, Inc.
−Removed: and William Sibold*†
−Removed: September 13, 2023
−Removed: 2023 Inducement Plan†
−Removed: September 11, 2023
−Removed: Form of Stock Option Agreement under 2023 Inducement Plan†
−Removed: September 11, 2023
−Removed: Form of Restricted Stock Unit Agreement under 2023 Inducement Plan†
−Removed: September 11, 2023
+Added: 8-K 001-33277 4.1 October 2, 2023
+Added: 10.1 Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between Madrigal Pharmaceuticals, Inc.
+Added: and Carole Huntsman*†
+Added: 10.2 Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between Madrigal Pharmaceuticals, Inc.
+Added: and Mardi Dier*†
+Added: 10.3 Supplemental Compensation Recovery Policy.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.INS Inline XBRL Instance Document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
5 unchanged sentences
MADRIGAL PHARMACEUTICALS, INC.
−Removed: November 6, 2023
/s/ William J.
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 6, 2023
Senior Vice President and Chief Financial Officer
1 unchanged sentence
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.