Prelude Therapeutics Inc 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedure Under the supervision and with the participation of our management, including our Chief Executive Officer (Our principal executive officer) and our Chief Financial Officer (Our principal accounting officer), we 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 Exchange Act as of December 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. 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. Based on our management’s evaluation (with the participation of our Chief Executive Officer and our Chief Financial Officer), as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. 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 in accordance with GAAP. 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 the of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. We will be required, under Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10‑K for the year ending December 31, 2021. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The SEC defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be detected or prevented on a timely basis. In accordance with the provisions of the Sarbanes-Oxley Act, neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting during any period included in this annual report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a‑15(d) and 15d‑15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information. None. 140 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. Principal Accounting Fees and Services. The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. 141 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements: The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.” (2) Financial Statement Schedules The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K. (3) Exhibits. Exhibit Number Incorporated by Reference Filed Herewith Exhibit Title Form File No. Exhibit Filing Date 3.1 Restated Certificate of Incorporation of Prelude Therapeutics Incorporated 10-Q 001-39527 3.1 November 10, 2020 3.2 Restated Bylaws of Prelude Therapeutics Incorporated 10-Q 001-39527 3.2 November 10, 2020 4.1 Form of Common Stock Certificate S-1/A 333-248628 4.1 September 16, 2020 4.2 Amended and Restated Investors’ Rights Agreement, dated August 21, 2020, by and among Prelude Therapeutics Incorporated and certain of its stockholders S-1/A 333-248628 4.2 September 16, 2020 4.3 Form of Registration Rights Agreement, by and among Prelude Therapeutics Incorporated and certain of its stockholders S-1 333-251874 4.3 January 4, 2021 4.4 Description of Voting Common Stock Registered Under Section 12 of the Securities Exchange Act of 1943, as amended X 10.1 Form of Indemnification Agreement with directors and officers S-1 333-248628 10.1 September 4, 2020 10.2 2016 Stock Incentive Plan, as amended, and forms of award agreements S-1 333-248628 10.2 September 4, 2020 10.3 2020 Equity Incentive Plan and forms of award agreements S-1/A 333-248628 10.3 September 21, 2020 10.4 2020 Employee Stock Purchase Plan and forms of award agreements S-1/A 333-248628 10.4 September 21, 2020 10.5 Second Amended and Restated Entrepreneur Client License Agreement, dated November 1, 2020, by and between Prelude Therapeutics Incorporated and Delaware Innovation Space, Inc. 8-K 001-39527 10.1 November 4, 2020 10.6 Executive Employment Agreement, dated December 30, 2020, by and between the Prelude Therapeutics Incorporated and Krishna Vaddi S-1 333-251874 10.6 January 4, 2021 10.7 Executive Employment Agreement, dated December 19, 2020, by and between the Registrant and Deborah Morosini S-1 333-251874 10.7 January 4, 2021 142 Exhibit Number Incorporated by Reference Filed Herewith Exhibit Title Form File No. Exhibit Filing Date 10.8 Executive Employment Agreement, dated December 19, 2020, by and between the Registrant and Christopher Pierce S-1 333-251874 10.8 January 4, 2021 21.1 Subsidiaries of Prelude Therapeutics Incorporated . S-1 333-248628 21.1 September 4, 2020 23.1 Consent of Ernst and Young LLP, an independent registered public accounting firms. 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 Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 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. X 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. X 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. X 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith. Item 16. Form 10-K Summary None. 143 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 Report to be signed on its behalf by the undersigned, thereunto duly authorized . PRELUDE THERAPEUTICS INCORPORATED Date: March 16, 2021 By: /s/ Krishna Vaddi Krishna Vaddi, Ph.D Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Krishna Vaddi Krishna Vaddi, Ph.D. Chief Executive Officer and Director (Principal Executive Officer) March 16, 2021 /s/ Brian Piper Brian Piper, M.B.A. Chief Financial Officer (Principal Accounting and Financial Officer) March 16, 2021 /s/ Paul A. Friedman Chairman and Director March 16, 2021 Paul A. Friedman, M.D. /s/ Julian Baker Director March 16, 2021 Julian Baker /s/ David Bonita Director March 16, 2021 David Bonita, M.D. /s/ Mardi C. Dier Director March 16, 2021 Mardi C. Dier /s/ Victor Sandor Director March 16, 2021 Victor Sandor, M.D.C.M. 144