What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-29 · 41 added, 14 removed, 162 unchanged (25% of the section changed)

28 unchanged sentences

OTHER INFORMATION.

Rule 10b5-1 Trading Arrangements

During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.

Type of Trading Arrangement

Name and Position

Rule 10b5-1**

Total Shares to be Sold

Expiration Date

Lorenz Muller , Chief Commercial Officer

Termination 1

January 10, 2024

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

1 Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on October 12, 2023 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

11 unchanged sentences

EXECUTIVE COMPENSATION .

The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” in our 2023 Proxy.

The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” in our 2024 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item is incorporated by reference to the information set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management” in our 2023 Proxy.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Transactions” and “ Proposal No.

Election of Directors─ Information Regarding the Board of Directors and Corporate Governance─Director Independence” in our 2023 Proxy.

Election of Directors─ Information Regarding the Board of Directors and Corporate Governance─Director Independence” in our 2024 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the information set forth in the section titled “ Proposal No.

Appointment of Auditor─ Auditor Fees” in our 2023 Proxy.

Appointment of Auditor─ Auditor Fees” in our 2024 Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

17 unchanged sentences

333-230846), filed with the SEC on April 12, 2019).

Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K

001-38899), filed with the SEC on March 29, 2023).

2021 Inducement Plan, approved by the Board of the Company on November 10, 2021 (incorporated herein by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-8 (File No.

56 unchanged sentences

001-38899), filed with the SEC on August 11, 2021.

Consulting Agreement, between the Company and Francis Plat.

Non-Employee Director Compensation Policy, as amended.

Consulting Agreement, between the Company and Francis Plat (incorporated herein by reference to

Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.

001-38899), filed with the SEC

on March 29, 2023).

Non-Employee Director Compensation Policy, as amended (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38899), filed with the SEC on November 13, 2023).

Exchange Agreement, dated as of March 22, 2023, by and among the Company and certain investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38899), filed with the SEC on March 27, 2023).

Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm.

Royalty Purchase Agreement, dated as of March 27, 2023, by and among the Company and RTW (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-38899), filed with the SEC on March 31, 2023).

Note Purchase Agreement, dated as of March 27, 2023, by and among the Company and RTW (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-38899), filed with the SEC on March 31, 2023).

First Amendment to Note Purchase Agreement, dated as of August 4, 2023 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38899), filed with the SEC on November 13, 2023).

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Power of Attorney (included on the signature page to this registration statement).

3 unchanged sentences

Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002

Incentive Compensation Recoupment Policy.

Inline XBRL Instance Document

7 unchanged sentences

The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information (indicated by “[***]”) has been excluded from this exhibit.

Indicates a management contract or compensatory plan

11 unchanged sentences

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Oliveto and Amit Hasija, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this report, with 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 and about the premises, 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 their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the 29 th of March 2023.

/s/ Joseph Oliveto

Chief Executive Officer

Chief Executive Officer and Director

Joseph Oliveto

2 unchanged sentences

Chief Financial Officer

(principal financial officer and principle accounting officer)

(principal financial officer and principal accounting officer)

/s/ Robert J.

Chairman of the Board

/s/ Michael Tomsicek

Michael Tomsicek

/s/ Paul Truex

/s/ Seth Fischer

/s/ Lisa Giles

/s/ Richard Pasternak

Richard Pasternak

/s/ Michael Tomsicek

Michael Tomsicek

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.

What changed 10-K

Item 9A. Controls and Procedures