3 unchanged sentences
Based on that evaluation, our principal executive officer and our principal financial officer have concluded that as of December 31, 2023, 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 principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act.
−Removed: Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO framework).
+Added: Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO framework).
Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted, and is relevant to an evaluation of internal control over financial reporting.
1 unchanged sentence
Attestation Report of the Independent Registered Public Accounting Firm
−Removed: This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
+Added: This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information
+Added: On March 25, 2024, we provided notice to Leerink Partners LLC (Leerink) of our election to terminate that certain at-the-market equity offering sales agreement with Leerink, dated November 13, 2023 (Sales Agreement), effective as of April 8, 2024.
+Added: Under the Sales Agreement, we were permitted to offer and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $100.0 million through Leerink by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act.
+Added: Prior to such notice of termination, we had not sold any shares of our common stock under the Sales Agreement.
+Added: In connection with the termination of the Sales Agreement, we terminated the prospectus
+Added: supplement, dated November 13, 2023, related to the $100.0 million of shares of our common stock issuable pursuant to the terms of the Sales Agreement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2023 Annual Meeting of Stockholders (the Proxy Statement), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, under the sections headed “Election of Directors,”
−Removed: “Information Regarding the Board of Directors and Corporate Governance,”
−Removed: and “Executive Officers.”
+Added: The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (the Proxy Statement), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, under the sections headed “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Executive Officers.”
Code of Business Conduct and Ethics
5 unchanged sentences
Executive Compensation
−Removed: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, under the section headed “Executive Compensation.”
+Added: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the section headed “Executive Compensation.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, under the sections headed “Security Ownership of Certain Beneficial Owners and Management”
−Removed: and “Equity Compensation Plan Information .
+Added: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the sections headed “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information .
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, under the sections headed “Transactions with Related Persons and Indemnification”
−Removed: and “Information Regarding the Board of Directors and Corporate Governance.”
+Added: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the sections headed “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance.”
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, under the section headed “Ratification of Selection of Independent Registered Public Accounting Firm.”
+Added: The information required by this item is incorporated by reference to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023 , under the section headed “Ratification of Selection of Independent Registered Public Accounting Firm.”
Exhibit and Financial Statement Schedules
5 unchanged sentences
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report.
−Removed: Form 10-K Summary
EXHIBIT INDEX
−Removed: Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
−Removed: Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
−Removed: Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
+Added: Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 13, 2021).
+Added: Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
−Removed: Amended and Restated Investors’
−Removed: Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on March 19, 2021).
−Removed: Description of Common Stock of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: Description of Common Stock of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.
001-40315), filed with the SEC on March 23, 2022).
Agreements with Executive Officers and Directors
−Removed: Employment Agreement by and between the Registrant and Alejandro Dorenbaum, M.D., dated January 1, 2018 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Employment Agreement by and between the Registrant and Alejandro Dorenbaum, M.D., dated January 1, 2018 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
−Removed: Letter Agreement by and between the Registrant and Michael Grey, dated February 12, 2018, as amended on December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Letter Agreement by and between the Registrant and Michael Grey, dated February 12, 2018, as amended on December 7, 2020 (incorporated by reference to Exhibit 10.16 to the Registrant’s
+Added: Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Employment Agreement by and between the Registrant and Gregory J.
−Removed: Flesher, dated November 2, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Flesher, dated November 2, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
−Removed: Employment Agreement by and between the Registrant and Michael Cruse, dated November 20, 2020 (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Employment Agreement by and between the Registrant and Michael Cruse, dated November 20, 2020 (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Letter Agreement by and between the Registrant and Eric M.
−Removed: Dube, Ph.D., dated March 10, 2021 (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
−Removed: 333-254534), filed with the SEC on April 5, 2021).
−Removed: Employment Agreement by and between the Registrant and Vineet R.
−Removed: Jindal, dated March 19, 2021 (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Dube, Ph.D., dated March 10, 2021 (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Employment Agreement by and between the Registrant and Ashley F.
−Removed: Hall, J.D., dated October 11, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021 (File No.
−Removed: Form of Indemnity Agreement by and between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: Hall, J.D., dated October 11, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021 (File No.
+Added: Form of Indemnity Agreement by and between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Reneo Pharmaceuticals, Inc.
−Removed: Non-Employee Director Compensation Policy, as amended.
−Removed: Letter Agreement by and between Registrant and Paul W.
−Removed: Hoelscher, dated January 20, 2022 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: Non-Employee Director Compensation Policy, as amended (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.
001-40315), filed with the SEC on March 27, 2023).
−Removed: Transition, Separation and Consulting Agreement by and between the Registrant and Vineet R.
−Removed: Jindal, dated February 2, 2022 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: Letter Agreement by and between Registrant and Paul W.
+Added: Hoelscher, dated January 20, 2022 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.
001-40315), filed with the SEC on March 23, 2022).
−Removed: Letter Agreement by and between the Registrant and Roshawn Blunt, dated August 2, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: Letter Agreement by and between the Registrant and Roshawn Blunt, dated August 2, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-40315), filed with the SEC on August 9, 2022).
Patent and License Agreements
−Removed: License Agreement by and between the Registrant and vTv Therapeutics LLC, dated December 21, 2017 (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: License Agreement by and between the Registrant and vTv Therapeutics LLC, dated December 21, 2017 (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Sales Agreements
−Removed: Sales Agreement, dated May 2, 2022, by and between the Registrant and SVB Securities LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No.
−Removed: 333-264616), filed with the SEC on May 2, 2022).
+Added: Sales Agreement, dated November 13, 2023, by and between the Registrant and Leerink Partners LLC (incorporated by reference to 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-40315), filed with the SEC on November 13, 2023).
Equity Compensation Plans and Policies
Reneo Pharmaceuticals, Inc.
−Removed: 2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: 2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Reneo Pharmaceuticals, Inc.
−Removed: 2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: 2014 Equity Incentive Plan, as amended, and UK Sub-Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Reneo Pharmaceuticals, Inc.
−Removed: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
−Removed: Forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise, (ii) Stock Option Grant Notice - International, Stock Option Agreement - International and Notice of Exercise - International and (iii) Non-Employee Director Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise –
−Removed: Non-Employee Director under the Reneo Pharmaceuticals, Inc.
−Removed: 2021 Equity Incentive Plan.
+Added: Forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise, (ii) Stock Option Grant Notice - International, Stock Option Agreement - International and Notice of Exercise - International and (iii) Non-Employee Director Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise – Non-Employee Director under the Reneo Pharmaceuticals, Inc.
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-40315), filed with the SEC on March 27, 2023).
Forms of (i) Restricted Stock Unit Award Grant Notice and Award Agreement and (ii) Restricted Stock Unit Award Grant Notice - International and Award Agreement - International under the Reneo Pharmaceuticals, Inc.
−Removed: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise for Inducement Grant Outside of the Reneo Pharmaceuticals, Inc.
−Removed: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).
Forms of RSU Award Grant Notice and Award Agreement (RSU Award) for Inducement Grant Outside of the Reneo Pharmaceuticals, Inc.
−Removed: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).
+Added: 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).
Reneo Pharmaceuticals, Inc.
−Removed: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
+Added: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No.
333-254534), filed with the SEC on April 5, 2021).
Reneo Pharmaceuticals, Inc.
−Removed: Severance Benefit Plan, as amended as of September 27, 2022, and form of Participation Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2022).
−Removed: Reneo Pharmaceuticals, Inc.
−Removed: UK Sharesave Sub-Plan to the Reneo Pharmaceuticals, Inc.
−Removed: 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2021).
+Added: Severance Benefit Plan, as amended as of September 27, 2022, and form of Participation Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2022).
Subsidiaries of the Registrant.
1 unchanged sentence
Power of Attorney (see signature page).
+Added: Issuer Purchases of Equity Securities.
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.
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: Reneo Pharmaceuticals, Inc.
+Added: Incentive Compensation Repayment Policy.
+Added: 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
Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
3 unchanged sentences
# Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
+Added: Form 10-K Summary
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.
6 unchanged sentences
Flesher and Jennifer P.
−Removed: Lam 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 Annual Report on Form 10‑K, and to file the same, with all 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 or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Lam 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 Annual Report on Form 10‑K, and to file the same, with all 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 or 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, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
4 unchanged sentences
/s/ Jennifer P.
−Removed: Senior Vice President of Finance
+Added: Senior Vice President, Finance and Administration
March 28, 2024
14 unchanged sentences
Bali Muralidhar, M.D., Ph.
−Removed: /s/ Niall O’Donnell
+Added: /s/ Niall O’Donnell
March 28, 2024
−Removed: Niall O’Donnell, Ph.
+Added: Niall O’Donnell, Ph.
/s/ Stacey D.
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.