20 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: 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: 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, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
b) Trading Plans
−Removed: On November 10, 2023 , William D.
−Removed: 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: On December 15, 2024 , William D.
+Added: Waddill , a member of our Board , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 24,000 shares of the Company’s common stock through December 31, 2025 , or such earlier date when all transactions under the trading plan are completed, subject to certain conditions.
During the quarter ended December 31, 2024, 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.
2 unchanged sentences
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 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.”
+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 2025 Annual Meeting of Stockholders, which we expect to be filed with the SEC within 120 days of our fiscal year ended December 31, 2024 (the “Proxy Statement”), including under the headings “Election of Class III Director Nominees,” “Executive Officers,” “Information Regarding Committees of the Board,” “Insider Trading Policy,” 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.
2 unchanged sentences
Executive Compensation
−Removed: 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.”
+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 – Compensation Committee Interlocks and Insider Participation,” “Report of the Compensation Committee of the Board,” “Executive Compensation,” and “Director Compensation.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
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, 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.”
+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 “Information Regarding the Board of Directors and Corporate Governance – Independence of the Board of Directors.”
Principal Accountant Fees and Services
12 unchanged sentences
Amended and Restated Certificate of Incorporation .
+Added: Certificate of Amendment to the Amended and Restated Certificate of Incorporation.
Amended and Restated Bylaws .
50 unchanged sentences
and Arturo Molina, M.D., Ph.D., dated November 7, 2022.
+Added: License and Collaboration Agreement by and between Protagonist Therapeutics, Inc.
+Added: and Takeda Pharmaceuticals USA, Inc., dated January 31, 2024.
+Added: Third Amendment, dated May 6, 2024, to Lease, dated March 6, 2017, by and between Protagonist Therapeutics, Inc.
+Added: as Tenant and BMR-Pacific Research Center, LP, as Landlord.
+Added: Amendment 1, dated November 14, 2024, to Amended and Restated License and Collaboration Agreement, dated July 27, 2021, by and between Protagonist Therapeutics, Inc.
+Added: and Janssen Biotech, Inc.
+Added: Insider Trading Policy
List of Subsidiaries .
+Added: Incorporation By Reference
+Added: Filed or Furnished
+Added: Exhibit Description
Consent of Independent Registered Public Accounting Firm .
2 unchanged sentences
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
−Removed: Incorporation By Reference
−Removed: Filed or Furnished
−Removed: Exhibit Description
Certification of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
41 unchanged sentences
February 21, 2025
−Removed: /s/ Daniel N.
−Removed: February 27, 2024
/s/ William D.
4 unchanged sentences
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.