2 unchanged sentences
Our management, with the participation and supervision of our principal executive officer and our principal financial officer, have evaluated 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 the end of the period covered by this Quarterly Report on Form 10-Q.
−Removed: Based on that evaluation, our principal executive officer and our principal financial officer have concluded that as of September 30, 2024, 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 Securities and Exchange Commission (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.
+Added: Based on that evaluation, our principal executive officer and our principal financial officer have concluded that as of March 31, 2025, 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 Securities and Exchange Commission (“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.
Changes in Internal Control over Financial Reporting
−Removed: 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 three months ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: 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 three months ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Legal Procee dings
−Removed: Merger Proceedings
−Removed: In connection with the Merger, two complaints were filed in the Supreme Court of the State of New York, County of New York, captioned Thomas v.
−Removed: Reneo Pharmaceuticals, Inc., et al., Index No.
−Removed: 654628/2024 (filed September 5, 2024) and Kent v.
−Removed: Reneo Pharmaceuticals, Inc., et al., Index No.
−Removed: 654642/2024 (filed September 6, 2024) (together, the Complaints).
−Removed: The Complaints generally allege that the Proxy Statement/Prospectus filed by Reneo with the SEC misrepresented and/or omitted certain purportedly material information relating to Reneo management’s financial projections for Reneo and us, the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Leerink Partners, Reneo’s financial advisor, and potential conflicts of interest with Leerink Partners LLC, Evercore Group L.L.C., and LifeSci Capital LLC, which were the placements agents for the Concurrent PIPE Investments that closed concurrently with the Merger.
−Removed: The Complaints assert violations of negligent misrepresentation and concealment in violation of New York common law and negligence in violation of New York common law.
−Removed: The Complaints sought orders enjoining the proposed Merger, or in the event that the Merger was consummated, orders rescinding the Merger or awarding actual and punitive damages, as well as all of the plaintiffs’ fees and expenses in connection with the litigation, including reasonable attorneys’ and experts’ fees and expenses.
−Removed: We cannot predict the outcome of the Complaints or any other litigation that might be filed arising out of the Merger or the Concurrent PIPE Investments.
−Removed: The Company and the individual defendants intend to vigorously defend against the Complaints and any subsequently filed, similar actions.
−Removed: It is possible additional lawsuits may be filed arising out of the Merger or the Concurrent PIPE Investments.
−Removed: Absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.
−Removed: Other Proceedings
−Removed: From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of our business.
−Removed: We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
+Added: From time to time, we may become involved in legal proceedings arising in the ordinary course of our business.
+Added: Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.
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.