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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-20 · 33 added, 42 removed, 179 unchanged (30% of the section changed)

18 unchanged sentences

Type of Trading Arrangement

Total Shares of

Name and Position

Adoption/Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares of Common Stock to be Sold

Expiration Date

Chief Commercial Officer

Laura Shawver

November 13, 2025

January 30, 2026

December 31, 2026

Alexander Fitzpatrick

2 unchanged sentences

November 20, 2025

December 31, 2024

Alexander Fitzpatrick ,

Chief Legal Officer

January 30, 2026

Chief Operating Officer

November 25, 2025

December 31, 2025

Alexander Fitzpatrick ,

Chief Legal Officer

Termination (4)

December 13, 2024

December 31, 2025

April 1, 2027

Alexander Fitzpatrick

2 unchanged sentences

December 31, 2026

Brian Dorsey ,

Chief Operating Officer

December 13, 2024

Chief Commercial Officer

December 11, 2025

January 29, 2027

______________

(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.

(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.

(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.

(3) Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) that was adopted on May 29, 2025.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

5 unchanged sentences

If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

We have included our website in this Annual Report on Form 10-K solely as an inactive textual reference.

Executive Compensation.

9 unchanged sentences

(1) Financial Statements.

The following financial statements of ARS Pharmaceuticals, Inc., together with the report of Ernst & Young LLP, an independent registered public accounting firm, required to be filed pursuant to Part II, Item 8 of this Annual Report are included on the following pages:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

33 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).

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.

and Recordati Ireland, Ltd (incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2023).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025).

License Agreement, dated as of June 18, 2018, by and between ARS Pharmaceuticals, Inc.

and Aegis Therapeutics, LLC, as amended by the First Amendment to License Agreement, dated as of July 15, 2020, and the Second Amendment to License Agreement, dated as of January 6, 2021 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Collaboration and License Agreement, dated as of April 30, 2020, by and between ARS Pharmaceuticals, Inc.

and Alfresa Pharma Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Collaboration and Distribution Agreement, dated as of March 1, 2021, by and between ARS Pharmaceuticals, Inc.

5 unchanged sentences

Lowenthal (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Executive Employment Agreement, dated as of February 9, 2022, by and between ARS Pharmaceuticals, Inc.

and Kathleen Scott (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Executive Employment Agreement, dated as of September 14, 2018, by and between ARS Pharmaceuticals, Inc.

1 unchanged sentence

1 to Executive Employment Agreement, dated as of September 1, 2021 (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Executive Employment Agreement, as of February 16, 2022, by and between ARS Pharmaceuticals, Inc.

and Eric Karas (incorporated by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Executive Employment Agreement, dated as of June 1, 2019, by and between ARS Pharmaceuticals, Inc.

and Justin Chakma (incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2022).

Executive Employment Agreement, by and between the ARS Pharmaceuticals, Inc.

Dorsey, effective as of October 1, 2018 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on December 9, 2022).

Executive Employment Agreement, by and between ARS Pharmaceuticals, Inc.

and Alex Fitzpatrick, effective as of December 1, 2022 (incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 23, 2023).

Consulting Agreement, dated as of April 26, 2021, by and between ARS Pharmaceuticals, Inc.

13 unchanged sentences

and ALK-Abelló A/S.

(incorporated by reference to Exhibit 10.27 to the registrant's Annual Report on Form 10-K filed with the SEC on March 20, 2025).

Supply Agreement, dated November 9, 2024, by and between ARS Pharmaceuticals, Inc.

and ALK-Abelló A/S.

Supply Agreement, dated as of October 8, 2024, by and between ARS Pharmaceuticals, Inc.

and Nuova Ompi S.r.l.

Letter Agreement, dated December 6, 2024, by and between ARS Pharmaceuticals, Inc.

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.

(incorporated by reference to Exhibit 10.28 to the registrant's Annual Report on Form 10-K filed with the SEC on March 20, 2025).

Letter Agreement, dated December 6, 2024, to Manufacturing Agreement, dated as September 9, 2020, and as amended July 25, 2023 and September 17, 2024, by and between ARS Pharmaceuticals, Inc.

and Renaissance Lakewood, LLC, amend (incorporated by reference to Exhibit 10.30 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 20, 2025).

Co-Promotion Agreement dated May 2, 2025, by and between ARS Pharmaceuticals, Inc.

and ALK-Abelló Inc.

(incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2025).

Third Amendment, dated July 10, 2025, to Manufacturing Agreement, dated as September 9, 2020, and as amended July 26, 2023 and September 17, 2024, by and between ARS Pharmaceuticals, Inc.

and Renaissance Lakewood, LLC.

(incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2025).

Credit Agreement, dated September 29, 2025, by and between ARS Pharmaceuticals Operations, Inc., as the borrower, ARS Pharmaceuticals, Inc.

and certain of its subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, and RA Capital Agency Services, LLC, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2025).

First Amendment, dated October 23, 2025, to Co-Promotion Agreement, dated May 2, 2025, by and between ARS Pharmaceuticals, Inc.

and ALK-Abelló Inc.

(incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025).

Insider Trading Policy.

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm.

Power of Attorney (see signature page).

Power of Attorney.

Reference is made to the signature page hereto.

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.

6 unchanged sentences

Cover page formatted as Inline XBRL and contained in Exhibit 101

______________

+ Indicates management contract or compensatory plan.

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

* Certain information in this exhibit is omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

5 unchanged sentences

Richard Lowenthal, M.S., MSEL

President, Chief Executive Officer, and Director

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

37 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.

What changed 10-K

Item 9A. Controls and Procedures