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Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of December 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Management’s Report on Internal Control over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
+Added: We maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
+Added: Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
+Added: Internal control over financial reporting also can be circumvented by collusion or improper management override.
+Added: A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
+Added: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
+Added: Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
+Added: However, these inherent limitations are known features of the financial reporting process.
+Added: Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
+Added: Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Based on this assessment, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2020.
+Added: Attestation Report of the Independent Registered Public Accounting Firm
+Added: This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies” and because we qualify as a “non-accelerated filer” (i.e., we do not qualify as either an “accelerated filer” or a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act).
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Management’s Report on Internal Control over Financial Reporting
−Removed: This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Other Information
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333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).
−Removed: Description of Common Stock of the Registrant.
+Added: Description of Common Stock of the Registrant (filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020, and incorporated by reference herein) .
Mirum Pharmaceuticals, Inc.
16 unchanged sentences
333-232251), filed with the SEC on July 8, 2019, and incorporated by reference herein).
+Added: Mirum Pharmaceuticals, Inc.
+Added: 2020 Inducement Plan (filed as Exhibit 10.1 to the Registrant’s From 10-Q, filed with the SEC on May 7, 2020, and incorporated by reference herein).
+Added: Forms of grant notice, stock option agreement and notice of exercise under the Mirum Pharmaceuticals, Inc.
+Added: 2020 Inducement Plan (filed as Exhibit 10.2 to the Registrant’s From 10-Q, filed with the SEC on May 7, 2020, and incorporated by reference herein).
+Added: Forms of restricted stock unit grant notice and award agreement under the Mirum Pharmaceuticals, Inc.
+Added: 2020 Inducement Plan (filed as Exhibit 10.3 to the Registrant’s From 10-Q, filed with the SEC on May 7, 2020, and incorporated by reference herein).
Form of Indemnification Agreement by and between the Registrant and each director and executive officer (filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
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Tucker, M.D., dated October 21, 2019 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2019, and incorporated by reference herein).
+Added: Offer Letter by and between the Registrant and Peter Radovich, dated April 28, 2020.
License Agreement by and between Lumena Pharmaceuticals, Inc.
15 unchanged sentences
333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).
−Removed: Transition Services Agreement by and between the Registrant and Shire International GmbH, dated January 28, 2019 (filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
−Removed: 333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).
Office Lease by and between the Registrant and Hudson Metro Center, LLC, dated January 22, 2019, as amended by First Amendment by and between the Registrant and Hudson Metro Center, LLC, dated June 1, 2019, and as further amended by Second Amendment by and between the Registrant and Hudson Metro Center, LLC, dated November 22, 2019 (filed as Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No.
333-235825) filed with the SEC on January 6, 2020, and incorporated by reference herein).
+Added: Sales Agreement by and between the Registrant and SVB Leerink LLC, dated August 3, 2020 (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3, as amended (File No.
+Added: 333-240290), filed with the SEC on August 3, 2020, and incorporated by reference herein).
+Added: Revenue Interest Purchase Agreement by and among the Registrant, the Purchasers from time to time party thereto and Mulholland SA LLC, dated December 8, 2020 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, as filed with the SEC on December 10, 2020, and incorporated by reference herein).
+Added: Common Stock Purchase Agreement by and among the Registrant, TPC Investments II LP, TPC Investments Solutions LP and TPC Investments Solutions Co-Invest LP, dated December 8, 2020 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, as filed with the SEC on December 10, 2020, and incorporated by reference herein).
Subsidiaries of the Registrant (filed as Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-232251), filed with the SEC on June 21, 2019, and incorporated by reference herein).
−Removed: Consent of Ernst & Young LLP, independent registered public accounting firm .
+Added: Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
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Indicates management contract or compensatory plan.
−Removed: Certain portions have been omitted because the Registrant has determined that the information is not material and would likely cause competitive harm to the Registrant if publicly disclosed.
+Added: Certain portions have been omitted in accordance with 17 CFR § 229.601(b).
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
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Christopher Peetz
−Removed: President and Chief Executive Officer
+Added: President, Chief Executive Officer and Director
+Added: (Principal Executive Officer)
POWER OF ATTORNEY
29 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.