Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management maintains 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.
As of December 31, 2021, the Company conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K.
Management’s Report on Internal Control Over Financial Reporting
Our management is also responsible for establishing and maintaining for us adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP , an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.
Inherent Limitations on the Effectiveness of Internal Control
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control Over Financial Reporting
An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
144
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of PMV Pharmaceuticals, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited PMV Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PMV Pharmaceuticals, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2021 and 2020, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 1, 2022
145
Item 9 B. Othe r Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
146
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included under the captions “Directors and Corporate Governance,” “and “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the annual meeting of stockholders to be held in June 2022 to be filed with the SEC on or before April 30, 2022, or the Proxy Statement, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be included under the captions “Executive Compensation,” and “Directors and Corporate Governance” in the Proxy Statement 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 will be included under the captions “Beneficial Ownership of Shares of Common Stock” and “Directors and Corporate Governance—Equity Compensation Plan Information” in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included under the captions “Certain Relationships and Related Person Transactions” and “Directors and Corporate Governance” in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be included under the captions “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement and is incorporated herein by reference.
147
PART IV
Item 15. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
Exhibit
Number
Description
Form
File No.
Number
Filing Date
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.
8-K
001-39539
3.1
September 29, 2020
3.2
Amended and Restated Bylaws of the Registrant, as currently in effect.
8-K
001-39539
3.2
September 29, 2020
4.1
Description of Securities of the Registrant.
10-K
001-39539
4.1
March 3, 2021
4.2
Amended and Restated Investors’ Rights Agreement, dated July 17, 2020, by and among the Registrant and certain of its stockholders.
S-1
33-248627
4.1
September 4, 2020
4.3
Specimen common stock certificate of the Registrant.
S-1/A
333-248627
4.2
September 21, 2020
4.4
Form of Indenture.
S-3ASR
333-260012
4.4
October 4, 2021
10.1+
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1
333-248627
10.1
September 4, 2020
10.2+
2013 Equity Incentive Plan, as amended, and forms of agreement thereunder.
S-1/A
333-248627
10.2
September 21, 2020
10.3+
2020 Equity Incentive Plan and forms of agreements thereunder.
S-1/A
333-248627
10.3
September 21, 2020
10.4+
2020 Employee Stock Purchase Plan and forms of agreements thereunder.
S-1/A
333-248627
10.4
September 21, 2020
10.5+
Employment Offer Letter, dated August 17, 2020, by and between the Registrant and David H. Mack, Ph.D.
S-1
333-248627
10.5
September 4, 2020
10.6+
Employment Offer Letter, dated August 17, 2020, by and between the Registrant and Winston Kung .
S-1
333-248627
10.6
September 4, 2020
10.7+
Employment Offer Letter, dated August 18, 2020, by and between the Registrant and Leila Alland, M.D.
S-1
333-248627
10.7
September 4, 2020
10.8*
Employment Offer Letter, dated February 22, 2021, by and between the Registrant and Deepika Jalota, Pharm.D.
10.9+
Employee Incentive Compensation Plan.
S-1
333-248627
10.9
September 4, 2020
10.10+
Change in Control and Severance Policy.
S-1
333-248627
10.10
September 4, 2020
148
10.11+
Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 17, 2020, by and between the Registrant and David H. Mack, Ph.D.
S-1
333-248627
10.11
September 4, 2020
10.12+
Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 17, 2020, by and between the Registrant and Winston Kung.
S-1
333-248627
10.12
September 4, 2020
10.13+
Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 18, 2020, by and between the Registrant and Leila Alland, M.D.
S-1
333-248627
10.13
September 4, 2020
10.14+*
Amended and Restated Change in Control and Severance Policy Participation Agreement, dated January 14, 2022, by and between the Registrant and Deepika Jalota, Pharm.D.
10.15+
Outside Director Compensation Policy.
S-1/A
333-248627
10.15
September 4, 2020
10.16
Consulting Agreement, dated January 1, 2016, by and between the Registrant and Arnold Levine, Ph.D.
S-1
333-248627
10.16
September 4, 2020
10.17*
Consulting Agreement, dated May 21, 2021, by and between the Registrant and Richard Heyman, Ph.D. , as amended on July 16, 2021
10.18
Lease Agreement, dated March 3, 2015, by and between the Registrant and Cedar Brook 2005, LP, as amended by the First Amendment to Lease dated April 24, 2017.
S-1
333-248627
10.18
September 4, 2020
10.19
Lease Agreement, dated January 8, 2021, by and between the Registrant and BMR-ONE RESEARCH WAY LLC.
10-K
001-39539
10.19
March 3, 2021
10.20
Open Market Sale Agreement, dated as of October 4, 2021, between the Registrant and Jefferies LLC
S-3ASR
333-260012
1.2
October 4, 2021
21.1*
List of Subsidiaries
23.1*
Consent of Independent Registered Public Accounting Firm.
24.1*
Power of Attorney (contained in the signature page to this Annual Report on Form 10-K).
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 Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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 Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
149
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.
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 Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*
Filed herewith.
+
Indicated management contract or compensatory plan.
#
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
The Company has elected not to include summary information.
150
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 to be signed on its behalf by the undersigned, thereunto duly authorized.
PMV PHARMACEUTICALS, INC.
By:
/s/ David H. Mack
David H. Mack, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Mack, Ph.D. and Winston Kung, jointly and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and 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 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 that all said attorneys-in-fact and agents, 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 Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ David H. Mack
David H. Mack, Ph.D.
President, Chief Executive Officer and
Director
(Principal Executive Officer)
March 1, 2022
/s/ Winston Kung
Winston Kung
Chief Operating Officer
and Chief Financial Officer
(Principal Financial and Accounting Officer)
March 1, 2022
/s/ Richard Heyman
Richard Heyman, Ph.D.
Director and Chairman of the Board of
Directors
March 1, 2022
/s/ Arnold Levine
Arnold Levine, Ph.D.
Director
March 1, 2022
/s/ Thilo Schroeder
Thilo Schroeder, Ph.D.
Director
March 1, 2022
/s/ Laurie Stelzer
Laurie Stelzer
Director
March 1, 2022
/s/ Charles M. Baum
Charles M. Baum, MD., Ph.D.
Director
March 1, 2022
/s/ Kirsten Flowers
Director
March 1, 2022
Kirsten Flowers
151