16 unchanged sentences
Trading Arrangements
−Removed: During the quarter ended December 31, 2023, one of our executive officers modified an existing trading plan for the orderly disposition of the Company’s securities as set forth in the table below.
−Removed: Such modification of the existing trading plan was treated as the termination of an existing plan and the adoption of a new plan pursuant to Rule 10b5-1(c)(iv) under the Exchange Act.
+Added: During the quarter ended December 31, 2024, our executive officers adopted, modified or terminated trading plans for the orderly disposition of the Company’s securities as set forth in the table below.
Type of Trading Arrangement
5 unchanged sentences
Expiration Date
−Removed: Brian Dorsey , Chief Operating Officer
+Added: Chief Commercial Officer
+Added: November 22, 2024
+Added: January 30, 2026
+Added: Alexander Fitzpatrick ,
+Added: Chief Legal Officer
Termination (3)
+Added: November 26, 2024
December 31, 2024
−Removed: March 31, 2025
−Removed: Brian Dorsey, Chief Operating Officer
+Added: Alexander Fitzpatrick ,
+Added: Chief Legal Officer
+Added: November 27, 2024
December 31, 2025
−Removed: March 31, 2025
+Added: Alexander Fitzpatrick ,
+Added: Chief Legal Officer
+Added: Termination (4)
+Added: December 13, 2024
+Added: December 31, 2025
+Added: Alexander Fitzpatrick ,
+Added: Chief Legal Officer
+Added: December 13, 2024
+Added: December 31, 2025
+Added: Brian Dorsey ,
+Added: Chief Operating Officer
+Added: December 13, 2024
+Added: December 31, 2025
(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2) "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.
−Removed: (3) Represents the modification , as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan
−Removed: adopted on March 31, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: (3) Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on March 31, 2023 and amended on September 29, 2023.
+Added: (4) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on November 27, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Disclosure regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item and not set forth below will be set forth in the sections headed Election of Directors and Executive Officers contained in our definitive proxy statement for our 2024 annual meeting of stockholders to be filed with the Securities and Exchange Commission on or before April 29, 2024 (the “Proxy Statement”) pursuant to General Instructions G(3) of Form 10-K and is incorporated herein by reference.
+Added: The information required by this item and not set forth below will be set forth in the proposal headed Election of Directors and section headed Executive Officers contained in our definitive proxy statement for our 2025 annual meeting of stockholders to be filed with the Securities and Exchange Commission on or before April 30, 2025 (the “Proxy Statement”) pursuant to General Instructions G(3) of Form 10-K and is incorporated herein by reference.
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.
8 unchanged sentences
Principal Accountant Fees and Services.
−Removed: The information required by this item will be set forth in the sections headed Ratification of Selection of Independent Registered Public Accounting Firm contained in the Proxy Statement and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules.
+Added: The information required by this item will be set forth in the proposal headed Ratification of Selection of Independent Registered Public Accounting Firm contained in the Proxy Statement and is incorporated herein by reference.
+Added: Exhibits and Financial Statement Schedules.
(a) Documents filed as part of this report.
3 unchanged sentences
Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations and Comprehensive Loss
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss)
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
−Removed: Notes to Financial Statements
+Added: Notes to Consolidated Financial Statements
(2) Financial Statement Schedules.
7 unchanged sentences
Reference is made to Exhibit 3.1 and 3.2 .
−Removed: Amended and Restated Investors’ Rights Agreement, by and between the registrant and certain of its stockholders, dated September 22, 2020 (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-250009), as amended, filed with the SEC on November 10, 2020).
Description of Registrant’s Common Stock (incorporated by reference to Exhibit 4.3 to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2023).
6 unchanged sentences
ARS Pharmaceuticals, Inc.
−Removed: 2020 Equity Incentive Plan, and Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1 (File No.
+Added: 2020 Equity Incentive Plan, and Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1/A (File No.
333-250009), as amended, filed with the SEC on November 30, 2020).
12 unchanged sentences
Change in Control and Severance Benefit Plan (incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2023).
−Removed: Non-Employee Director Compensation Policy, as amended.
+Added: Non-Employee Director Compensation Policy, as amended (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2024).
Termination Agreement, dated as of February 22, 2023, by and between ARS Pharmaceuticals, Inc.
34 unchanged sentences
(incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023)
−Removed: Subsidiaries of the registrant.
+Added: Second Amendment, dated September 17, 2024, to Manufacturing Agreement, dated as September 9, 2020 and first amended July 26, 2023, by and between ARS Pharmaceuticals, Inc.
+Added: and Renaissance Lakewood, LLC.
+Added: (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024).
+Added: Collaboration, License and Distribution Agreement, dated November 9, 2024, by and between ARS Pharmaceuticals, Inc.
+Added: and ALK-Abelló A/S.
+Added: Supply Agreement, dated November 9, 2024, by and between ARS Pharmaceuticals, Inc.
+Added: and ALK-Abelló A/S.
+Added: Supply Agreement, dated as of October 8, 2024, by and between ARS Pharmaceuticals, Inc.
+Added: and Nuova Ompi S.r.l.
+Added: Letter Agreement, dated December 6, 2024, by and between ARS Pharmaceuticals, Inc.
+Added: and Renaissance Lakewood, LLC (amends the Manufacturing Agreement, dated as of September 9, 2020, as amended July 25, 2023 and as further amended September 17, 2024, by and between ARS Pharmaceuticals, Inc.
+Added: and Renaissance Lakewood, LLC).
+Added: Insider Trading Policy.
+Added: Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 21, 2024).
Consent of Independent Registered Public Accounting Firm.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Incentive Compensation Recoupment Policy .
+Added: Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 21, 2024).
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
9 unchanged sentences
March 20, 2025
−Removed: /s/ Richard Lowenthal, M.S., MSEL
+Added: /s/ Richard Lowenthal
Richard Lowenthal, M.S., MSEL
3 unchanged sentences
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 and in the capacities and on the dates indicated.
−Removed: /s/ Richard Lowenthal, M.S., MSEL
+Added: /s/ Richard Lowenthal
President, Chief Executive Officer, and Director
6 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: /s/ Pratik Shah, Ph.D.
+Added: /s/ Pratik Shah
Chairman of the Board of Directors
1 unchanged sentence
Pratik Shah, Ph.D.
−Removed: /s/ Peter Kolchinsky, Ph.D.
+Added: /s/ Peter Kolchinsky
March 20, 2025
Peter Kolchinsky, Ph.D.
−Removed: /s/ Rajeev Dadoo, Ph.D.
+Added: /s/ Rajeev Dadoo
March 20, 2025
8 unchanged sentences
Michael Kelly
−Removed: /s/ Laura Shawver, Ph.D.
+Added: /s/ Laura Shawver
March 20, 2025
Laura Shawver, Ph.D.
−Removed: Thompson, M.D.
March 20, 2025
Thompson, M.D.
−Removed: /s/ Saqib Islam, J.D.
+Added: /s/ Saqib Islam
March 20, 2025
1 unchanged sentence
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.