Item 5. Other Information
Item 5.
OTHER INFORMATION
Trading Plans
During the fiscal quarter ended March 31, 2025, our directors and officers (as defined in Rule 16a - 1 (f) under the Exchange Act) who adopted or terminated contracts, instructions, written plans or arrangements for the purchase or sale of our securities are set forth in the table below:
Trading Arrangement Total Shares of Common
Name and Title
Action
Date
Rule 10b5 - 1*
Non-Rule 10b5 - 1**
Stock to be Sold
Expiration Date
Allison Dorval , Board Member
Adopt
March 12, 2025
X
Up to 23,220 shares
June 18, 2026
Alessandra Cesano , Board Member
Adopt
March 11, 2025
X
Up to 39,150 shares
December 18, 2025
Jay Moyes , Board Member
Adopt
March 12, 2025
X
Up to 44,000 shares
June 16, 2026
Adrian Senderowicz , Board Member
Adopt
March 12, 2025
X
Up to 54,000 shares
June 26, 2026
Brian Stuglik , Board Member
Adopt
March 12, 2025
X
Up to 16,200 shares
June 26, 2026
* Intended to satisfy the affirmative defense of Rule 10b5 - 1 (c)
** Not intended to satisfy the affirmative defense of Rule 10b5 - 1 (c)
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Item 6.
EXHIBITS
(a)
Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number
Description
3.1
Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 14, 2016 (filed as Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on June 15, 2016, and incorporated herein by reference)
3.2
Fourth Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on August 18, 2023, and incorporated herein by reference)
31.1+
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to the registrant ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025
31.2+
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025
32.1++
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2++
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.
101.SCH+
Inline XBRL Taxonomy Extension Schema Document
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
Inline XBRL Taxonomy Extension Linkbase Document
104+
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+
Filed herewith
++
Furnished herewith
37
Table of Contents
SIGNATURES
Pursuant to the requirements of 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.
PUMA BIOTECHNOLOGY, INC.
Date: May 8, 2025
By:
/s/ Alan H. Auerbach
Alan H. Auerbach
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 8, 2025
By:
/s/ Maximo F. Nougues
Maximo Nougues
Chief Financial Officer
(Principal Financial and Accounting Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.