10 unchanged sentences
Management’s Annual 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 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an audit report from our independent registered public accounting firm, Ernst & Young LLP, due to a transition period established by rules of the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting.
−Removed: We completed a Business Combination on November 1, 2022, which was accounted for as a reverse recapitalization whereby APAC was treated as the acquired company and Legacy OmniAb was treated as the acquirer for financial reporting purposes.
−Removed: Prior to the Business Combination, APAC was a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
−Removed: Accordingly, APAC’s previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, as APAC’s operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.
−Removed: As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2022.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
+Added: Internal control over financial reporting is a process designed under the supervision and with the participation of our management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
+Added: Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework).
+Added: Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm
3 unchanged sentences
Other Information
+Added: Rule 10b5-1 Trading Arrangements
+Added: From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).
+Added: During the three months ended December 31, 2023, none of our officers or directors adopted , modified or terminated any such trading arrangements.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
38 unchanged sentences
S-4 333-264525 September 27, 2022 2.2
−Removed: Certificate of Incorporation of the Registrant X
+Added: Certificate of Incorporation of the Registrant 10-K
+Added: March 30, 2023
Bylaws of the Registrant 8-K 001-40720 November 7, 2022 3.2
6 unchanged sentences
S-4 333-264525 September 27, 2022 4.5
−Removed: Description of Registered Securities X
+Added: Description of Registered Securities 10-K
+Added: March 30, 2023
Private Placement Warrants Purchase Agreement, dated August 9, 2021, between Avista Public Acquisition Corp.
18 unchanged sentences
8-K 001-40720 November 7, 2022 10.10
−Removed: Transition Services Agreement, dated November 1, 2022, by and between Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc., with respect to services provided by Ligand Pharmaceuticals Incorporated to OmniAb Operations, Inc.
−Removed: 8-K 001-40720 November 7, 2022 10.11
−Removed: Transition Services Agreement, dated November 1, by and between Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc., with respect to services provided by OmniAb Operations, Inc.
−Removed: to Ligand Pharmaceuticals Incorporated 8-K 001-40720 November 7, 2022 10.12
2022 Incentive Award Plan 8-K 001-40720 October 24, 2022 10.1
8 unchanged sentences
2022 OmniAb Service Provider Assumed Award Plan 8-K 001-40720 November 7, 2022 10.19
−Removed: Director Compensation and Stock Ownership Policy (as amended and restated effective February 3, 2023) X
+Added: Director Compensation and Stock Ownership Policy (as amended and restated effective June 1, 2023)
+Added: August 10, 2023
Severance Plan 8-K 001-40720 November 7, 2022 10.21
1 unchanged sentence
and Matthew W.
+Added: 001-40720 March 30, 2023
Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc.
+Added: Gustafson 10-K
+Added: 001-40720 March 30, 2023
Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc.
and Charles S.
+Added: 001-40720 March 30, 2023
Form of OmniAb, Inc.
2 unchanged sentences
Assignment of Lease, Consent to Assignment of Lease and First Amendment to Lease, dated for reference purposes only as of October 26, 2022, by Emery Station Office II, LLC, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.
+Added: 001-40720 March 30, 2023
List of Subsidiaries of OmniAb, Inc.
5 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
+Added: Policy for Recovery of Erroneously Awarded Compensation
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
21 unchanged sentences
Kurt Gustafson
−Removed: Director and Chairman of the Board March 30, 2023
+Added: Director and Board Chair
+Added: March 25, 2024
/s/ CAROLYN R.
6 unchanged sentences
Jennifer Cochran, Ph.D.
−Removed: /s/ SUNIL PATEL Director March 30, 2023
+Added: /s/ STEVEN LOVE
+Added: Director March 25, 2024
/s/ JOSHUA TAMAROFF Director March 25, 2024
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.