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Based on its evaluation under the criteria set forth in Internal Control-Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
+Added: Our independent registered public accounting firm, Ernst & Young LLP, has audited the financial statements included in the Annual Report and has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2023.
+Added: The report of Ernst & Young LLP is included below.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
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There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Stockholders and the Board of Directors of Protagonist Therapeutics, Inc.
+Added: Opinion on Internal Control Over Financial Reporting
+Added: We have audited Protagonist Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2023, 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).
+Added: In our opinion, Protagonist Therapeutics, Inc.
+Added: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 27, 2024 expressed an unqualified opinion thereon.
+Added: Basis for Opinion
+Added: 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 Annual Report on Internal Control over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: 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.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: 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.
+Added: 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.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Definition and Limitations of Internal Control Over Financial Reporting
+Added: 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.
+Added: 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;
+Added: (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;
+Added: 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.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: 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.
+Added: /s/ Ernst & Young LLP
+Added: San Mateo, California
+Added: February 27, 2024
Other Information
+Added: b) Trading Plans
+Added: On November 10, 2023 , William D.
+Added: Waddill , a member of our Board , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 36,975 shares of the Company’s common stock through November 10, 2024, or such earlier date when all transactions under the trading plan are completed, subject to certain conditions.
+Added: During the quarter ended December 31, 2023, none of our other Section 16 officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Directors, Executive Officers, and Corporate Governance
−Removed: Except as set forth below, the information required by this item is incorporated herein by reference to information in our definitive proxy statement relating to our 2023 Annual Meeting of Stockholders, which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2022 (the “Proxy Statement”), including under the headings “Election of Directors,” “Executive Officers,” “Information Regarding Committees of the Board of Directors” and, if applicable, “Delinquent Section 16(a) Reports.”
+Added: Except as set forth below, the information required by this item is incorporated herein by reference to information in our Definitive Proxy Statement on Schedule 14A relating to our 2024 Annual Meeting of Stockholders, which we expect to be filed with the SEC within 120 days of our fiscal year ended December 31, 2023 (the “Proxy Statement”), including under the headings “Election of Directors,” “Executive Officers,” “Information Regarding Committees of the Board of Directors” and, if applicable, “Delinquent Section 16(a) Reports.”
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions.
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Executive Compensation
−Removed: The information required by this item is incorporated herein by reference to information in our Proxy Statement under the headings “Information Regarding Committees of the Board of Directors – Compensation Committee,” “– Compensation Committee Interlocks and Insider Participation” and “Executive Compensation.”
+Added: The information required by this item is incorporated herein by reference to information in our Proxy Statement, including under the headings “Information Regarding Committees of the Board of Directors – Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Director Compensation.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated herein by reference to information in our Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and “Director Compensation – Equity Compensation Plan Information.”
+Added: The information required by this item is incorporated herein by reference to information in our Proxy Statement, including under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated herein by reference to information in our Proxy Statement under the headings “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance – Independence of the Board of Directors.”
+Added: The information required by this item is incorporated herein by reference to information in our Proxy Statement, including under the headings “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance – Independence of the Board of Directors.”
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated by reference to information in our Proxy Statement under the heading “Ratification of Selection of Independent Registered Public Accounting Firm.”
+Added: The information required by this item is incorporated by reference to information in our Proxy Statement, including under the heading “Ratification of Selection of Independent Registered Public Accounting Firm.”
Exhibits, Financial Statement Schedules
−Removed: (a) The following documents are filed as part of this report:
+Added: (a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) FINANCIAL STATEMENTS
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Incorporation By Reference
+Added: Filed or Furnished
Exhibit Description
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Description of Protagonist Therapeutics, Inc.’s Securities Registered Pursuant to Section 12 of the Exchange Act .
+Added: Form of Pre-Funded Warrant
Protagonist Therapeutics, Inc.
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Severance Agreement, dated August 1, 2016, by and between the Registrant and Dinesh Patel.
−Removed: Severance Agreement, dated August 1, 2016, by and between the Registrant and David Y.
Research and Collaboration Agreement, dated June 16, 2012, by and among the Registrant, Protagonist Pty.
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Incorporation By Reference
+Added: Filed or Furnished
Exhibit Description
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Incorporation By Reference
+Added: Filed or Furnished
Exhibit Description
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Incorporation By Reference
+Added: Filed or Furnished
Exhibit Description
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§1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
+Added: Compensation Recoupment (“Clawback”) Policy, adopted by Protagonist Therapeutics Inc.
+Added: November 23, 2023.
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.
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PROTAGONIST THERAPEUTICS, INC.
−Removed: March 15, 2023
+Added: February 27, 2024
/s/ Dinesh V.
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dinesh V.
−Removed: Patel and Asif Ali, and each of them, his true and lawful attorneys-in-fact, with full power of substitution, for him 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 exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.
+Added: Patel and Asif Ali, and each of them, his or her true and lawful attorneys-in-fact, with full power of substitution, for him 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 exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
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President, Chief Executive Officer and Director
−Removed: March 15, 2023
+Added: February 27, 2024
(Principal Executive Officer)
Executive Vice President, Chief Financial Officer
−Removed: March 15, 2023
+Added: February 27, 2024
(Principal Financial and Accounting Officer)
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Chairman of the Board of Directors
−Removed: March 15, 2023
+Added: February 27, 2024
Selick, Ph.D.
/s/ Bryan Giraudo
−Removed: March 15, 2023
+Added: February 27, 2024
Bryan Giraudo
−Removed: /s/ Sarah Noonberg, M.D., Ph.D.
−Removed: March 15, 2023
−Removed: Sarah Noonberg, M.D., Ph.D.
/s/ Sarah O’Dowd
−Removed: March 15, 2023
+Added: February 27, 2024
+Added: /s/ Daniel N.
+Added: February 27, 2024
/s/ William D.
−Removed: March 15, 2023
+Added: February 27, 2024
Williams, M.D., Ph.D.
−Removed: March 15, 2023
+Added: February 27, 2024
Williams, M.D., Ph.D.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.