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Our management, with the participation of our President and Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) as of November 30, 2023.
+Added: Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
+Added: Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.
Based on their evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of November 30, 2023.
−Removed: Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO and our CFO, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
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Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of November 30, 2023.
−Removed: Remediation of Prior Material Weaknesses in Internal Control over Financial Reporting
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We previously identified and disclosed in Item 9A of our Annual Report on Form 10-K for the period ended November 30, 2021, as well as in our Quarterly Reports on Form 10-Q for each interim period in fiscal year 2022, that material weaknesses in our internal control over financial reporting existed related to the following:
−Removed: • We did not design and maintain effective controls over certain information technology (IT) general controls for IT systems that are relevant to the preparation of the financial statements.
−Removed: Specifically, we did not design and maintain:
−Removed: (a) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate personnel, and (b) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately.
−Removed: These IT deficiencies did not result in any misstatements to the financial statements.
−Removed: • We did not design and maintain effective segregation of duty controls over the review and approval of account reconciliations and manual journal entries.
−Removed: This material weakness did not result in any misstatements to the financial statements .
−Removed: During the year ended November 30, 2022, management took steps to remediate the material weaknesses by successfully implementing IT general controls, formalizing documentation of IT policies and procedures and ensuring the ongoing operating effectiveness of IT general controls to support effective IT dependent controls and our ability to maintain segregation of duties in relation to account reconciliations and manual journal entries.
−Removed: Table of Content
−Removed: Management has determined that these controls were designed and have operated effectively for a sufficient period of time and concluded that the material weaknesses have been remediated as of November 30, 2022.
+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.
+Added: For as long as we remain a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and report less than $100 million of annual revenues in our most recent fiscal year, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
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Not applicable.
−Removed: Table of Content
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be set forth in our definitive proxy statement for our 2023 Annual Meeting of Stockholders (Proxy Statement) to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference.
+Added: The information required by this item will be set forth in our definitive proxy statement for our 2024 Annual Meeting of Stockholders (Proxy Statement) to be filed with the Securities and Exchange Commission (SEC) within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference.
We have adopted a code of business conduct and ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
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The information required by this item will be set forth in the Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference.
−Removed: Table of Content
Exhibits, Financial Statement Schedules
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The following is a list of exhibits filed with this Annual Report on Form 10-K incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K):
−Removed: Table of Content
EXHIBIT INDEX
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4.3 Description of Registrant’s Securities
+Added: 10-K 001-39398 4.3 February 9, 2023
4.4 Form of Pre-funded Warrant
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10-K 001-39398 10.9 January 28, 2022
−Removed: 10.10* Employment Agreement, dated June 10, 2021, by and between the Registrant and Stefani Wolff
−Removed: 10-Q 001-39398 10.1 October 14, 2021
10.10* Executive Severance and Change in Control Plan, as amended and restated on January 19, 2022, and form of Participation Agreement thereunder
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10-Q 001-39398 10.2 October 14, 2021
−Removed: Table of Content
+Added: 10.13 First Amendment to Lease Agreement, dated June 28, 2023, by and between ARE-San Francisco No.
+Added: 19 Owner, LLC and the Registrant
+Added: 10-Q 001-39398 10.1 October 12, 2023
10.14 Lease Agreement, dated as of March 1, 2022, between 88 0 0 Technology Forest Pl, LLC and the Registrant
10-Q 001-39398 10.1 April 8, 2022
+Added: 10.15 First Amendment to Lease Agreement, dated August 25, 2023, by and between 8800 Technology Forest PL, LLC and the Registrant
+Added: 10-Q 001-39398 10.2 October 12, 2023
10.16†‡ Collaboration, Option and License Agreement, dated June 10, 2019, by and between the Registrant and Gilead Sciences, Inc., as amended
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10-Q 001-39398 10.6 October 6, 2022
+Added: 10.24†‡ Fifth Amendment to Collaboration and License Agreement, dated November 3, 2023, by and between the Registrant and Genzyme Corporation
+Added: 10.25†‡ Collaboration and License Agreement, dated September 6, 2023, by and between the Registrant and Seagen Inc.
10.26 Equity Distribution Agreement, dated August 4, 2021, by and between the Registrant and Piper Sandler & Co .
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31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Table of Content
31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Compensation Recovery Policy
101.INS Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
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Form 10-K Summary
−Removed: Table of Content
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
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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.