What changed in this filing

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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-18 · 106 added, 112 removed, 705 unchanged (24% of the section changed)

20 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

4 unchanged sentences

Secretary, Senior Vice President and General Counsel

Vice President, Finance and Chief Accounting Officer

Jeffrey Dekker

Chief Financial Officer

Linda Grais (1) (2)*

45 unchanged sentences

Ozeroff completed his undergraduate degree at Stanford University and his law degree at the University of Chicago Law School.

Selby has served as the Company’s Vice President, Finance and Chief Accounting Officer since December 2014.

Previously, Mr.

Selby served as the Company’s Controller from 2007 to 2014.

Jeffrey Dekker .

Dekker has served as the Company’s Chief Financial Officer since May 2021.

Prior to joining the Company, Mr.

Selby served as the Controller for Myogen, Inc., a publicly traded pharmaceutical company subsequently acquired by Gilead Sciences, Inc., from 2004 to 2007.

Prior to Myogen, Mr.

Selby served as the Controller for several private and publicly traded companies and earlier in his career was an audit professional with Deloitte.

Selby received his M.S.

in Accounting from the University of Colorado and received his B.S., in Business Administration and Finance from Colorado State University, and is a certified public accountant.

Dekker served in multiple roles of increasing responsibility at GlobeImmune, Inc.

from 2006 to 2021, including President, Vice President of Finance, and Senior Director, Finance and Controller.

Before joining GlobeImmune, Mr.

Dekker held leadership positions in finance and accounting at private software companies since 1993, including posts ranging from Corporate Controller to Vice President at Webroot Software Inc., Requisite Technology Inc.

and NxTrend Technology Inc.

Earlier in his career, Mr.

Dekker worked at ITT Rayonier Port Angeles Pulp Division and at KPMG in Los Angeles.

He earned a B.S.

in accounting from Utah State University and is a certified public accountant .

Linda Grais, M.D.

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Since September 2015, Dr.

Grais has served on the board of PRA Health Sciences, a public contract research organization.

Grais also joined the boards of Corvus Pharmaceuticals and Zosano Pharma Corp., both publicly traded pharmaceutical companies, in January 2019, and the board of Deerfield Healthcare Technology Acquisitions Corp., a publicly traded special purpose acquisition company, in June 2020.

Grais served on the board of PRA Health Sciences, a public contract research organization.

Grais also joined the boards of Corvus Pharmaceuticals and Zosano Pharma Corp., both publicly traded pharmaceutical companies, in January 2019.

We believe Dr.

47 unchanged sentences

Hove is the manager of Acorn Bioventures, a partnership focusing on long-term investments in biotech, specialty pharma and medical device companies.

Hove was most recently a managing partner at Amzak Health from 2017 to 2019 and before that, a general partner of Venrock Associates, a venture capital firm, which he joined in 2004 and remained at through 2016.

Hove was recently a general partner of Venrock Associates, a venture capital firm, which he joined in 2004 and remained at through 2016.

Hove was a founder of Venrock Healthcare Capital Partners, Venrock’s public funds focused on small capitalization biotech companies and late-stage private companies.

15 unchanged sentences

The Company’s Amended and Restated Certificate of Incorporation, as amended, provides that the Board of Directors is divided into three classes to provide for staggered terms and that each director will serve for a term of three years or less, depending on the class to which the Board of Directors has assigned a director not previously elected by the stockholders.

There are currently two Class III directors whose terms expire at the annual meeting in 2021, two Class I directors whose terms expire at the annual stockholders’ meeting in 2022 and two Class II directors whose terms expire at the annual stockholders’ meeting in 2023.

The two Class III directors, Dr.

Woosley and Mr.

Mitchell, are currently scheduled for re-election to the Board of Directors at the 2021 annual stockholders’ meeting, for a three-year term ending on the date of the annual meeting in 2024 or until their successors are duly elected and qualified or appointed.

There are currently two Class I directors whose terms expire at the annual meeting in 2022, two Class II directors whose terms expire at the annual stockholders’ meeting in 2023 and two Class III directors whose terms expire at the annual stockholders’ meeting in 2024.

The two Class I directors, Drs.

Linda Grais and Anders Hove, are currently scheduled for re-election to the Board of Directors at the 2022 annual stockholders’ meeting, for a three-year term ending on the date of the annual meeting in 2025 or until their successors are duly elected and qualified or appointed.

Our executive officers are appointed by and serve at the discretion of our Board of Directors.

37 unchanged sentences

All members of the Compensation Committee are independent, as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards.

The Compensation Committee met two times during the fiscal year.

The Compensation Committee met six times during the fiscal year.

The Compensation Committee has adopted a written charter that is available to stockholders on the Company’s website at www.arcabio.com.

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In general, the Compensation Committee has set executive compensation to be in line with peer companies identified by the Compensation Committee and to incentivize the Company’s executive officers in achieving the Company’s short- and long-term corporate goals.

During 2019, no meetings of the Compensation Committee were held, as there were no material changes to the Company’s compensation practices in 2020.

In 2020, the Compensation and Nominating and Corporate Governance Committees of the Company reviewed the Company’s current employee and director compensation, including the Company’s 2013 Equity Incentive Plan.

2 unchanged sentences

The current compensation for the Named Executive Officers was set by the Compensation Committee and the Board in 2020.

In 2017, the Compensation Committee recommended, and the Board of Directors approved, a base salary of $304,219 for Dr.

Bristow, the Company’s President and Chief Executive Officer, a base salary of $303,000 for Mr.

Keuer, the Company’s Chief Operating Officer, and a base salary of $297,343 for Mr.

Ozeroff, the Company’s Senior Vice President and General Counsel.

There were no changes made by the Compensation Committee to the Named Executive Officers’ salaries for 2018 or 2019.

Additionally, the Compensation Committee recommended that no bonuses be paid to the Named Executive Officers for performance in the fiscal year ended December 31, 2018 and did not approve a cash bonus plan for performance in the fiscal year ended December 31, 2019.

In May 2019, the Named Executive Officers agreed to a voluntary 10% salary reduction for the remainder of 2019.

As a result of this reduction, the revised annual base salary paid to the Named Executive Officer’s was as follows:

Bristow, President and Chief Executive Officer, $273,797;

Keuer, Chief Operating Officer, $272,700;

Christopher D.

Ozeroff, Secretary, Senior Vice President and General Counsel, $267,609.

On August 3, 2020, the Board of Directors approved revisions to the base salary amounts of the Named Executive Officers to return them to the salary amounts in effect prior to the voluntary salary reduction in 2019.

10 unchanged sentences

Selby, Vice President, Finance, $270,000 base salary and target bonus of 30% of base salary.

Selby resigned in May 2021.

Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year.

5 unchanged sentences

The Compensation Committee evaluates the performance of the Chief Executive Officer in light of Company and individual goals and objectives, and makes appropriate recommendations for improving performance.

In performing the evaluation, the Chair of the Compensation Committee may solicit comments from the other non-employee members of the Board of Directors and lead the Board of Directors in an overall review of the Chief Executive Officer’s performance in an executive session of non-employee members of the Board of Directors.

In performing the evaluation, the Chair of the Compensation Committee may solicit comments from the other non-employee members of the Board of Directors and lead the Board of Directors in

an overall review of the Chief Executive Officer’s performance in an executive session of non-employee members of the Board of Directors.

If the compensation for the Chief Executive Officer or any other executive officer is governed by an employment agreement, the Compensation Committee approves such employment agreement and any amendments thereto .

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All members of the Nominating and Corporate Governance Committee in 2021 were independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

The Nominating and Corporate Governance Committee met two times during the 2020 fiscal year.

The Nominating and Corporate Governance Committee acted by Unanimous Written Consent to nominate directors for the 2021 Annual Meeting, but did not meet during the 2021 fiscal year.

The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders on the Company’s website at www.arcabio.com.

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The Nominating and Corporate Governance Committee keeps the Board of Directors apprised of its discussions with potential nominees, and the names of potential nominees received from its current directors, management, and stockholders, if the stockholder notice of nomination is timely made.

Although the Board of Directors has not adopted a fixed set of minimum qualifications for candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee generally considers several factors in its evaluation of a potential member, such as the candidate’s education, professional background and field of expertise including industry or academic experience in the pharmaceutical and biotechnology fields, experience in corporate governance and management, the reasonable availability of the potential member to devote time to the affairs of the Company, as well as any other criteria deemed relevant by the Board of Directors or the Nominating and Corporate Governance Committee.

experience in the pharmaceutical and biotechnology fields, experience in corporate governance and management, the reasonable availability of the potential member to devote time to the affairs of the Company, as well as any other criteria deemed relevant by the Board of Directors or the Nominating and Corporate Governance Committee.

However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

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Name and Principal Position

Salary ($)(1)

Option Awards ($)(2)

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Secretary, Senior Vice President and General Counsel

The amounts reported under “Salary” in the above table represent the actual amounts paid during the calendar year, and thus the 2020 salary amounts reflect the restored amounts commencing in August 2020 and the 2019 salary amounts reflect the voluntary 10% salary reduction commencing in May 2019, as described below.

Because the Company’s actual pay dates do not always coincide with the first and last days of the year, these amounts may differ from the base salary amounts authorized by the Company’s Board of Directors.

5 unchanged sentences

Cash bonuses earned and reported above in 2020 were paid in 2021.

No 2019 cash bonus plan was adopted for the 2019 fiscal year.

See “Executive Compensation” for descriptions of the 2020 Bonus Plan.

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Keuer is entitled to receive an annual base salary of $280,000, subject to annual increases if approved by the Company’s Board of Directors or Compensation Committee and is eligible to receive an annual bonus as determined by the Board of Directors or Compensation Committee in its sole discretion.

In 2019 , the re were no changes to the previously approved base salary of $303,000 for Mr.

I n May 2019 , Mr.

In 2019, there were no changes to the previously approved base salary of $303,000 for Mr.

In May 2019, Mr.

Keuer agreed to a voluntary 10% salary reduction for the remainder of 2019.

As a result of this reduction, the base salary paid to Mr.

Keuer for the remainder of 2019 wa s $27 2 ,7 00.

Keuer for the remainder of 2019 was $272,700.

The forgone portion of any of Mr.

Keuer’s salary shall not be paid without the prior approval of the B oard of D irectors, prov ided, that such forgone amount shall be included in Mr.

Keuer’s salary shall not be paid without the prior approval of the Board of Directors, provided, that such forgone amount shall be included in Mr.

Keuer base salary for purposes of calculating any severance amounts which may be owed in the future under the terms of his employment agreement with the Company.

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Keuer terminates his employment with “good reason” (as these terms are defined in his employment agreement), the Company has agreed to pay Mr.

Keuer a severance payment equivalent to (i) (a) 12 months of his base salary, if such termination occurs on the same day as or within 13 months after a change of control of the Company, or (b) six months of his base salary if such termination does not occur on the same day as or within 13 months after a change of control of the Company, (ii) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors payable to him for the fiscal year in which his employment terminated to be paid at the same time that such incentive bonus would have been paid had the termination not occurred, and (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for (x) 12 months, if such termination occurs on the same day as or within 13 months after a change of control of the Company, or (y) six months if such termination does not occur on the same day as or within 13 months after a change of control of the Company, whether he elects or is eligible to receive COBRA (provided, in either event, that even if he does not elect or is not eligible to receive COBRA, he will receive the equivalent of such out-of-pocket expenses paid by him not to exceed the costs that the benefits would equal under COBRA if he were so eligible).

Keuer a severance payment

equivalent to (i) (a) 12 months of his base salary, if such termination occurs on the same day as or within 13 months after a change of control of the Company, or (b) six months of his base salary if such termination does not occur on the same day as or within 13 months after a change of control of the Company, (ii) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors payable to him for the fiscal year in which his employment terminated to be paid at the same time that such incentive bonus would have been paid had the termination not occurred, and (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for (x) 12 months, if such termination occurs on the same day as or within 13 months after a change of control of the Company, or (y) six months if such termination does not occur on the same day as or within 13 months after a change of control of the Company, whether he elects or is eligible to receive COBRA (provided, in either event, that even if he does not elect or is not eligible to receive COBRA, he will receive the equivalent of such out-of-pocket expenses paid by him not to exceed the costs that the benefits would equal under COBRA if he were so eligible).

In addition, ARCA may elect in its sole discretion, to pay additional severance equal to up to 12 months of base salary, which additional payment would extend the covenants and obligations under Mr.

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A termination for “cause” includes Mr.

Ozeroff’s willful misconduct, gross negligence, theft, fraud, or other illegal or dishonest conduct, any of which are considered to be materially harmful to the Company;

Ozeroff’s willful misconduct, gross negligence, theft, fraud,

or other illegal or dishonest conduct, any of which are considered to be materially harmful to the Company;

refusal, unwillingness, failure, or inability to perform his material job duties or habitual absenteeism;

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The Compensation Committee retained discretion to change the bonus structure and the bonus payment amounts as it considered appropriate.

The Company’s 2021 goals were based on (1) executing our development plan for rNAPc2 (AB201), our clinical product candidate for the treatment of patients with COVID-19 (2) further defining our development plan for Gencaro, our clinical product candidate for the treatment of atrial fibrillation , and (3) finance and corporate compliance goals .

2020 Cash Bonus Plan

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142,500 (1)(3)

95,000 (2)(3)

Keuer, Chief Operating Officer

52,500 (1)(3)

35,000 (2)(3)

Christopher Ozeroff, Secretary, Senior Vice President and General Counsel

41,250 (1)(3)

27,500 (2)(3)

(1) Options vest in 48 monthly installments measured from December 21, 2020.

(2) In the event of a change in control of the Company, 50% of the unvested shares subject to this award shall become fully and immediately vested upon the closing date of such change in control, provided, however, that on the earlier of (i) the one-year anniversary of the closing date or (ii) involuntary termination, any options that remain unvested on such earlier date shall become fully and immediately vested.

(2) Options vest in 36 monthly installments measured from December 14, 2021.

(3) In the event of a change in control of the Company, 50% of the unvested shares subject to this award shall become fully and immediately

vested upon the closing date of such change in control, provided, however, that on the earlier of (i) the one-year anniversary of the

closing date or (ii) involuntary termination, any options that remain unvested on such earlier date shall become fully and immediately

Director Compensation

1 unchanged sentence

Director Compensation (1)

Fees Earned or Paid in Cash ($)

Option Awards ($)(2)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Linda Grais, M.D.

3 unchanged sentences

Bristow’s compensation as an executive officer is set forth above under “Executive Compensation—Summary Compensation Table.”

There were no annual option grants made to directors during 2020.

The amounts reported under “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, excluding the effects of estimated forfeitures.

The value of stock option awards was estimated using the Black-Scholes option-pricing model.

The valuation assumptions used in the valuation of option grants may be found in Note 8 to the Company’s financial statements included in this annual report on Form 10-K for the year ended December 31, 2021.

The aggregate number of shares issuable upon exercise of option awards outstanding at December 31, 2021, for Dr.

Grais was 1,654, of which all shares were fully vested.

Grais was 13,654, of which 5,654 shares were fully vested.

The aggregate number of shares issuable upon exercise of option awards outstanding at December 31, 2021, for Dr.

Woosley was 1,611, of which all shares were fully vested.

Woosley was 13,611, of which 5,611 shares were fully vested.

The aggregate number of shares issuable upon exercise of option awards outstanding at December 31, 2021, for Mr.

Conway, Chairman of the Board of Directors, was 1,604, of which all shares were fully vested.

Conway, Chairman of the Board of Directors, was 13,604, of which 5,604 shares were fully vested.

The aggregate number of shares issuable upon exercise of option awards outstanding at December 31, 2021, for Mr.

Mitchell was 1,577, of which all shares were fully vested.

Mitchell was 13,577, of which 5,577 shares were fully vested.

The aggregate number of shares issuable upon exercise of option awards outstanding at December 31, 2021, for Dr.

Hove was 999, of which all shares were fully vested.

Hove was 12,999, of which 4,999 shares were fully vested.

In 2021, the Company revised its compensation plan for non-employee directors to provide that non-employee directors will be compensated for their service on the Board of Directors , as follows:

Each non-employee director will receive an annual retainer fee of $40,000;

As additional compensation for their services, each non-employee director will receive (i), upon joining the Board of Directors , an initial option grant to purchase 556 shares of the Company’s Common Stock under the ARCA 2020 Equity Incentive Plan, or the 2020 Plan and (ii), on an annual basis, an annual option grant to purchase 444 shares of the Company’s Common Stock under the 2020 Plan;

As additional compensation for their services, each non-employee director will receive (i), upon joining the Board of Directors , an initial option grant to purchase 12,000 shares of the Company’s Common Stock under the ARCA 2020 Equity Incentive Plan, or the 2020 Plan, (ii), in 2021 the members of the Board of Directors will receive a one-time retention option grant to purchase 12,000 shares of the Company’s Common Stock under the 2020 Plan and (iii), on an annual basis as of the date of the Company’s annual stockholder meeting, an annual option grant to purchase 6,000 shares of the Company’s Common Stock under the 2020 Plan;

provided that such non-employee director has served on the Company’s Board of Directors for at least six months prior to the date of grant (unless such six month period is modified by recommendation of the Nominating and Corporate Governance Committee and approved by the Compensation Committee);

The Chairman of the Board of Directors will receive an additional annual retainer fee of $30,000;

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Each non-chair member of the Compensation Committee and the Nominating and Corporate Governance Committees will receive an additional annual retainer fee of $5,000.

In an effort to conserve shares available for future issuance under the Amended and Restated ARCA 2013 Equity Incentive Plan, the Board of Directors chose not to award annual option grants to directors during 2019.

At the January 12, 2021 meeting of the Compensation Committee, the Company’s non-employee directors were awarded stock option grants.

4 unchanged sentences

If the non-employee director’s service terminates in connection with or at any time following a change in control, then any unexpired options that remain unvested shall become fully vested.

Also, beginning in 2021, the non-employee director annual retainer fee increased from $35,000 to $40,000 and the Chairman of the Board of Directors additional annual retainer fee increased from $25,000 to $30,000.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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The multi-year vesting of equity awards properly accounts for the time horizon of risk.

In 2019, in an effort to conserve cash, compensation was allocated only to base salary.

Furthermore, the Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking on an annual basis.

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We have determined beneficial ownership in accordance with the rules of the SEC.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting

and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community

property laws.

The table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D , Form 4s or other ownership reports filed with the SEC.

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The percentages below are based on 14,410,143 shares of our Common Stock outstanding as of March 1, 2022.

Beneficial Owner

Shares Beneficially

Percentage of Shares

Beneficially Owned

Shares Beneficially

Beneficial Owner

Directors and Named Executive Officers

4 unchanged sentences

All current directors and executive officers as a group (9 persons) (9)

5% Stockholders

BML Investment Partners, L.P.

Represents beneficial ownership of less than 1% of our Common Stock.

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Also, includes additional options to purchase 1,967 shares that are exercisable within 60 days of March 1, 2022 beneficially owned by our executive officers not listed by name in the table above.

Based on a Schedule 13G filed with the SEC on January 27, 2022.

BML Investment Partners, L.P.

is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC.

The managing member of BML Capital Management, LLC is Braden M.

As a result, Braden M.

Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P.

Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Exchange Act.

The address for BML Investment Partners, L.P.

is 65 E Cedar - Suite 2, Zionsville, IN 46077.

Certain Relationships and Related Transactions, and Director Independence

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Certificate of Amendment to Restated Certificate of Incorporation .

Second Amended and Restated Bylaws of the Registrant, as amended .

Amended and Restated Bylaws of the Registrant, as amended .

Form of Common Stock Certificate .

Form of Warrants to Purchase Shares of Common Stock .

Form of Warrant to Purchase shares of Common Stock .

18 unchanged sentences

2004 Equity Incentive Plan), Form of Notice of Grant of Stock Option .

Incorporated by Reference

ARCA biopharma, Inc.

1 unchanged sentence

2004 Equity Incentive Plan), Form of Notice of Director Grant of Stock Option .

Incorporated by Reference

Amended and Restated Employment and Retention Agreement, dated June 4, 2008, by and between ARCA biopharma, Inc.

6 unchanged sentences

and ARCA biopharma Colorado, Inc .

Amended and Restated ARCA biopharma, Inc.

2004 Equity Incentive Plan .

Form of Option Amendment pursuant to ARCA biopharma, Inc.

2004 Equity Incentive Plan and ARCA biopharma, Inc.

2004 Stock Option Plan (change of control) .

Form of Option Agreement and Grant Notice pursuant to ARCA biopharma, Inc.

2004 Equity Incentive Plan (NDA/change of control acceleration) .

Form of Indemnification Agreement between ARCA biopharma, Inc.

and its directors and officers .

Form of Subscription Agreement .

Capital on Demand TM Sales Agreement, dated January 11, 2017, by and between ARCA biopharma, Inc.

4 unchanged sentences

Amendment No.

2 to Capital on Demand TM Sales Agreement, dated January 25, 2019, by and between ARCA biopharma, Inc.

2 to Capital on Demand TM Sales Agreement, dated Janua ry 25, 2019 , by and between ARCA biopharma, Inc.

and JonesTrading Institutional Services LLC .

Amendment No.

3 to Capital on Demand TM Sales Agreement, dated March 11, 2019, by and between ARCA biopharma, Inc.

3 to Capital on Demand TM Sales Agreement, dated Mar ch 11, 2019 , by and between ARCA biopharma, Inc.

and JonesTrading Institutional Services LLC .

2 unchanged sentences

and JonesTrading Institutional Services LLC .

Incorporated by Reference

Amendment No.

10 unchanged sentences

and JonesTrading Institutional Services LLC .

Incorporated by Reference

Capital on Demand TM Sales Agreement, dated July 22, 2020, by and between ARCA biopharma, Inc.

and JonesTrading Institutional Services LLC .

Amended and Restated Exclusive License Agreement, dated August 12, 2011, by and between the Regents of the University of Colorado and ARCA biopharma, Inc .

Form of Subscription Agreement .

Form of Registration Rights Agreement .

Form of Subscription Agreement .

Form of Subscription Agreement by and among the Company and the purchasers identified therein, dated October 22, 2012 .

Form of Registration Rights Agreement .

Form of Subscription Agreement by and among the Company and the purchasers identified therein, dated December 18, 2012 .

Form of Registration Rights Agreement .

Form of Amendment to the Registration Rights Agreement, dated December 18, 2012 .

Form of Subscription Agreement by and among the Company and the purchasers identified therein, dated January 22, 2013 .

Form of Registration Rights Agreement .

Subscription Agreement .

Placement Agency Agreement by and between ARCA biopharma, Inc.

and Dawson James Securities, Inc., dated January 21, 2014 .

Incorporated by Reference

Amendment No.

1 Placement Agency Agreement by and between ARCA biopharma, Inc.

and Dawson James Securities, Inc., dated January 31, 2014 .

1 to Capital on Demand TM Sales Agreement, dated April 6, 2021, by and between ARCA biopharma, Inc.

and JonesTrading Institutional Services LLC .

Amended and Restated Exclusive License Agreement, dated August 12, 2011, by and between the Regents of the University of Colorado and ARCA biopharma, Inc .

Securities Purchase Agreement by and among the Company and the purchasers identified therein, dated June 10, 2015 .

Form of Stock Purchase Agreement between the Company and the Purchasers, dated as of June 2, 2020 .

Office Lease Agreement by and between ARCA biopharma, Inc.

and Circle Point Properties, LLC, effective August 1, 2013 .

Amendment to Office Lease Agreement by and between ARCA biopharma, Inc.

and Circle Point Properties, LLC, effective March 2, 2016 .

Second Amendment to Office Lease Agreement by and between ARCA biopharma, Inc.

and CIO Circle Point Limited Partnership, dated October 10, 2019 .

Third Amendment to Office Lease Agreement, effective February 24, 2020, between ARCA biopharma, Inc.

and CIO Circle Point, Limited Partnership .

Office Lease Agreement, effective August 7, 2020, between ARCA biopharma, Inc.

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Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 2013 Equity Incentive Plan (Officer) .

Employment Agreement, dated December 29, 2014, by and between ARCA biopharma, Inc.

and Brian Selby .

Amended and Restated Employment Agreement, dated December 29, 2014, by and between ARCA biopharma, Inc.

2 unchanged sentences

202 0 Equity Incentive Plan .

Incorporated by Reference

Form of Stock Option Agreement and Option Grant Notice under 202 0 Equity Incentive Plan (Standard) .

1 unchanged sentence

Form of Stock Option Agreement and Option Grant Notice under 202 0 Equity Incentive Plan (Director) .

Incorporated by Reference

Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 202 0 Equity Incentive Plan (Standard) .

Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 202 0 Equity Incentive Plan (Officer) .

Employment Agreement, dated April 21, 2021, by and between ARCA biopharma, Inc.

Jeff Dekker .

Assignment Agreement for Patent Rights, dated July 1, 2021, by and between ARCA biopharma, Inc.

and University Medical Center of the Johannes Gutenberg University Mainz .

Consent of KPMG LLP, Independent Registered Public Accounting Firm .

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

XBRL Instance Document (filed electronically herewith)

XBRL Taxonomy Extension Schema Document (filed electronically herewith)

XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)

XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)

XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)

XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)

Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

1 unchanged sentence

Confidential materials omitted and filed separately with the SEC .

Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

ARCA agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request;

provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

Certain portions of the exhibit, identified by the mark, “[*],” have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed .

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARCA biopharma, Inc.

/ S / B RIAN L .

Vice President, Finance

Jeffrey Dekker

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael R.

Bristow and Brian L.

Selby, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name 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 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 therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Bristow and C.

Jeffrey Dekker, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name 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 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 therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her 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 by the following persons on behalf of ARCA biopharma, Inc., in the capacities and on the dates indicated.

4 unchanged sentences

(Principal Executive Officer)

/ S / Brian L.

Vice President, Finance

Jeffrey Dekker

Chief Financial Officer

March 14, 2022

Jeffrey Dekker

(Principal Financial Officer and Principal Accounting Officer)

13 unchanged sentences

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