Other Information.
−Removed: 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: During the quarter ended June 30, 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.
Director and Executive Officer 10b5-1 Plans
1 unchanged sentence
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.
−Removed: 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.
−Removed: In addition to the plans disclosed in our Form 10-K, our director Fred B.
−Removed: Craves, Ph.D.
−Removed: 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.
−Removed: 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: 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 August 2, 2024:
Name of Director or Section 16 Officer
12 unchanged sentences
Exhibit Filing Date
−Removed: 1.1 Underwriting Agreement, dated March 18, 2024, by and among Madrigal Pharmaceuticals, Inc.
−Removed: and Goldman Sachs & Co.
−Removed: LLC, Jefferies LLC, Cowen and Company, LLC, Evercore Group L.L.C.
−Removed: and Piper Sandler & Co, as representative of the several underwriters .
−Removed: 8-K 001-33277 1.1 March 20, 2024
−Removed: 4.1 Form of Pre-Funded Warrant of Madrigal Pharmaceuticals, Inc.
−Removed: 8-K 001-33277 4.1 October 2, 2023
−Removed: 10.1 Letter Agreement (including agreements attached as exhibits thereto), dated November 5, 2023, by and between Madrigal Pharmaceuticals, Inc.
−Removed: and Carole Huntsman*†
−Removed: 10.2 Letter Agreement (including agreements attached as exhibits thereto), dated February 25, 2024, by and between Madrigal Pharmaceuticals, Inc.
−Removed: and Mardi Dier*†
−Removed: 10.3 Supplemental Compensation Recovery Policy.
+Added: 1.1 Sales Agreement, dated May 7, 2024, by and between the Registrant and TD Securities (USA) LLC .
+Added: 001-33277 1.1 May 7, 2024
+Added: Madrigal Pharmaceuticals, Inc.
+Added: 2015 Amended Stock Plan, as amended and restated as of June 25, 2024.
+Added: 8-K 001-33277 10.1 June 27, 2024
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.
+Added: Certifications of Principal Executive Officer and 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.
101.INS Inline XBRL Instance Document.
5 unchanged sentences
104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
−Removed: * Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: * Indicates a management contract, compensatory plan or arrangement.
** The certifications attached as Exhibit 32.1 that accompany this Quarterly Report pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
−Removed: † Indicates a management contract, compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MADRIGAL PHARMACEUTICALS, INC.
+Added: August 7, 2024
/s/ William J.
1 unchanged sentence
(Principal Executive Officer)
+Added: August 7, 2024
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.