Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Our management, with the participation of our Chief Executive Office, or CEO, and our Chief Financial Officer, or CFO, our principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the design and operation of 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, or the Exchange Act, as of December 31, 2020. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of December 31, 2020 were effective at a reasonable assurance level (a) to ensure information that we are required to disclose in reports 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 (b) to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as permitted during the transition period established under the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
143
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item of Form 10-K will be included in our definitive proxy statement to be filed with the SEC in connection with the solicitation of proxies for our 2021 Annual Meeting of Stockholders, or the 2021 Proxy Statement, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item of Form 10-K will be included in our 2021 Proxy Statement to be filed with the SEC within 120 days after our fiscal year end and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item of Form 10-K will be included in our 2021 Proxy Statement to be filed with the SEC within 120 days after our fiscal year end and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item of Form 10-K will be included in our 2021 Proxy Statement to be filed with the SEC within 120 days after our fiscal year end and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item of Form 10-K will be included in our 2021 Proxy Statement to be filed with the SEC within 120 days after our fiscal year end and is incorporated herein by reference.
144
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
All Financial Statements
The financial statements and Report of Independent Registered Public Accounting Firm filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)
Financial Statement Schedules
All financial statement schedules have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements, financial notes or supplementary financial information.
(3)
Exhibits
The list of exhibits filed with this Annual Report on Form 10-K is set forth in the Exhibit Index preceding the signature page and is incorporated herein by reference or filed with this Annual Report on Form 10-K, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).
Item 16. Form 10-K Summary
None.
145
Exhibit Index
Incorporated by Reference
Exhibit
Description
Schedule/Form
File Number
Exhibits
Filing Date
3.1
Amended and Restated Certificate of Incorporation of Vaxcyte, Inc., as amended
8-K
001-39323
3.1
June 16, 2020
3.2
Amended and Restated Bylaws of Vaxcyte, Inc.
8-K
001-39323
3.2
June 16, 2020
4.1
Form of common stock certificate of the Registrant
S-1/A
333-238630
4.1
June 8, 2020
4.2
Description of Capital Stock .
X
10.1
Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated March 20, 2020.
S-1
333-238630
10.1
May 22, 2020
10.2#
Vaxcyte, Inc. Amended and Restated 2014 Equity Incentive Plan and forms of agreements thereunder.
S-1
333-238630
10.2
May 22, 2020
10.3#
Vaxcyte, Inc. 2020 Equity Incentive Plan and forms of agreements thereunder.
S-1/A
333-238630
10.3
June 8, 2020
10.4#
Vaxcyte, Inc. 2020 Employee Stock Purchase Plan .
S-1/A
333-238630
10.4
June 8, 2020
10.5
Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer.
S-1
333-238630
10.5
May 22, 2020
10.6#
Executive Employment Agreement entered into by and between the Registrant and Grant Pickering, dated January 21, 2016.
S-1
333-238630
10.6
May 22, 2020
10.7#
Executive Employment Agreement entered into by and between the Registrant and Jeff Fairman, dated January 21, 2016.
S-1
333-238630
10.7
May 22, 2020
10.8#
Offer Letter entered into by and between the Registrant and Paul Sauer, dated April 12, 2016.
S-1
333-238630
10.8
May 22, 2020
146
Incorporated by Reference
Exhibit
Description
Schedule/Form
File Number
Exhibits
Filing Date
10.9#
Executive Employment Agreement entered into by and between the Registrant and Elaine Sun, dated January 1, 2017.
S-1
333-238630
10.9
May 22, 2020
10.10#
Separation Agreement and Release entered into by and between the Registrant and Elaine Sun, dated December 17, 2019.
S-1
333-238630
10.10
May 22, 2020
10.11#
Executive Employment Agreement entered into by and between the Registrant and Jim Wassil, dated November 15, 2019.
S-1
333-238630
10.11
May 22, 2020
10.12#
Offer Letter entered into by and between the Registrant and Jane Wright-Mitchell, dated December 6, 2018.
S-1
333-238630
10.12
May 22, 2020
10.13#
Offer Letter entered into by and between the Registrant and Andrew Guggenhime, dated April 16, 2020.
S-1
333-238630
10.13
May 22, 2020
10.14#
Form of Executive Change in Control and Severance Agreement entered into by and between the Registrant and each eligible employee.
S-1
333-238630
10.14
May 22, 2020
10.15+
Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd, dated October 29, 2018.
S-1
333-238630
10.15
May 22, 2020
10.16+
Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd, dated October 21, 2016, as amended.
S-1
333-238630
10.16
May 22, 2020
10.17+
Letter Agreement by and between the Registrant and Lonza Ltd, dated June 19, 2018.
S-1
333-238630
10.17
May 22, 2020
10.18+
Amended and Restated SutroVax Agreement by and between the Registrant and Sutro Biopharma, Inc., dated October 12, 2015, as amended.
S-1
333-238630
10.18
May 22, 2020
147
Incorporated by Reference
Exhibit
Description
Schedule/Form
File Number
Exhibits
Filing Date
10.19+
Supply Agreement by and between the Registrant and Sutro Biopharma, Inc., dated May 29, 2018, as amended.
S-1
333-238630
10.19
May 22, 2020
10.20+
License Agreement by and between the Registrant and The Regents of the University of California, represented by its San Diego campus, dated February 4, 2019.
S-1
333-238630
10.20
May 22, 2020
10.21
Lease Agreement by and among the Registrant, Grey Peak Fork, LLC and Grey Peak Fork, Series A, LLC, dated July 22, 2016.
S-1
333-238630
10.21
May 22, 2020
10.22
Assignment and Assumption of Lease and Consent of Lessor by and among the Registrant, Orchard Therapeutics North America and Rakesh Kumar and Premila Kumar Revocable Family Trust, dated July 1, 2019.
S-1
333-238630
10.22
May 22, 2020
10.23
Third Addendum to Standard Multi-Tenant Office Lease by and between the Registrant and Rakesh Kumar and Premila Kumar Revocable Family Trust, dated July 1, 2019.
S-1
333-238630
10.23
May 22, 2020
10.24
Lease Agreement by and between the Company and ARE-San Francisco No. 63, LLC, dated as of January 21, 2021
8-K
001-39323
10.1
January 25, 2021
23.1
Consent of Independent Registered Public Accounting Firm
X
24.1
Power of Attorney
X
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended .
X
148
Incorporated by Reference
Exhibit
Description
Schedule/Form
File Number
Exhibits
Filing Date
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended .
X
32.1
Certification of Principal Executive Officer Pursuant to 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350 .
X
32.2
Certification of Principal Financial Officer Pursuant to 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350 .
X
101.INS
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.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101
X
#
Indicates management contract or compensatory plan or arrangement.
+
Certain portions of this agreement have been omitted because the omitted portions are both not material and would likely cause competitive harm if publicly disclosed.
149
SIGNATURES
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 Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized .
Vaxcyte, Inc.
Date: March 29, 2021
By:
/s/ Grant E. Pickering
Grant E. Pickering
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grant E. Pickering and Andrew Guggenhime, and each of them, as his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any 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 SEC, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Grant E. Pickering
Chief Executive Officer and Director
March 29, 2021
Grant E. Pickering
(Principal Executive)
/s/ Andrew Guggenhime
President and Chief Financial Officer
March 29, 2021
Andrew Guggenhime
(Principal Financial and Accounting Officer)
/s/ Kurt von Emster
Director
March 29, 2021
Kurt von Emster
/s/ Halley Gilbert
Director
March 29, 2021
Halley Gilbert
/s/ Patrick Heron
Director
March 29, 2021
Patrick Heron
/s/ Peter Hirth, Ph.D.
Director
March 29, 2021
Peter Hirth, Ph.D.
/s/ Rob Hopfner, Ph.D.
Director
March 29, 2021
Rob Hopfner, Ph.D.
/s/ Heath Lukatch, Ph.D.
Director
March 29, 2021
Heath Lukatch, Ph.D.
/s/ William J. Newell
Director
March 29, 2021
William J. Newell
150