Item 9A. Controls and Procedures
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, 2021. 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.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. 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 policies or procedures may deteriorate. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Our management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
117
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 2022 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 2022 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 2022 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 2022 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 2022 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.
118
PART IV
Item 15. Exhibits and 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 Peggy Scherle.
X
119
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 Andrew Combs.
X
10.9*
Executive Employment Agreement, dated November 5, 2021, by and between Registrant and Laurent Chardonnet.
X
10.10*
Executive Employment Agreement, dated December 19, 2020, by and between the Registrant and Brian Piper.
X
10.11*
Single-Tenant Triple Net Lease, dated November 30, 2021, by and between the Registrant and Crisp Partners, LLC.
X
10.12*
First Amendment to Single-Tenant Triple Net Lease, dated November 15, 2021 by and between the Registrant and Crisp Partners, LLC .
X
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 firm.
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
Inline XBRL Instance 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
120
Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit Title
Form
File No.
Exhibit
Filing Date
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
Item 16. Form 10-K Summary
None.
121
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 17, 2022
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 17, 2022
/s/ Laurent Chardonnet
Laurent Chardonnet
Chief Financial Officer
(Principal Accounting and Financial Officer)
March 17, 2022
/s/ Paul A. Friedman
Chairman and Director
March 17, 2022
Paul A. Friedman, M.D.
/s/ Martin Babler
Director
March 17, 2022
Martin Babler
/s/ Julian Baker
Director
March 17, 2022
Julian Baker
/s/ David Bonita
Director
March 17, 2022
David Bonita, M.D.
/s/ Mardi C. Dier
Director
March 17, 2022
Mardi C. Dier
/s/ Victor Sandor
Director
March 17, 2022
Victor Sandor, M.D.C.M.
122