23 unchanged sentences
Based on our assessment, our management has concluded that, as of December 31, 2022, our internal control over financial reporting is effective based on those criteria.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 9A of this Annual Report on Form 10-K.
+Added: This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Sutro Biopharma, Inc.
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Sutro Biopharma, Inc.’s internal control over financial reporting as of December 31, 2021, 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).
−Removed: In our opinion, Sutro Biopharma, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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 balance sheets of Sutro Biopharma, Inc.
−Removed: (the Company) as of December 31, 2021 and 2020, the related statements of operations, comprehensive loss, stockholders’
−Removed: equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 28, 2022 expressed an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: 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 Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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.
−Removed: /s/ Ernst & Young LLP
−Removed: Redwood City, California
−Removed: February 28, 2022
Other Information
25 unchanged sentences
Description of Registrant’s Securities .
+Added: Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement.
+Added: Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement.
Form of Indemnity Agreement by and between the Registrant and its directors and officers .
2 unchanged sentences
Amended Form of Performance Stock Unit Agreement under the 2018 Equity Incentive Plan.
−Removed: Sales Agreement, dated October 4, 2019, by and between the Registrant and Cowen and Company, LLC
2018 Employee Stock Purchase Plan and form of award agreements thereunder .
2004 Stock Plan, as amended, and forms of award agreements.
−Removed: 2017 Call Option Plan and forms of award agreements.
Exclusive Patent License and Research Collaboration Agreement, dated July 23, 2018, by and between the Registrant and Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ.
−Removed: Offer Letter, dated December 11, 2012, by and between the Registrant and Edward C.
Offer Letter, dated December 29, 2008, by and between the Registrant and William J.
3 unchanged sentences
Amended and Restated Collaboration and License Agreement, dated August 2, 2017, by and among Celgene Corporation, Celgene Alpine Investment Company II, LLC, and the Registrant, as amended.
−Removed: L icense Agreement, dated September 16, 2014, by and between Merck KGaA, Darmstadt, Germany (operating in the United States and Canada under the name “EMD Serono”) and the Registrant, as amended.
+Added: License Agreement, dated September 16, 2014, by and between Merck KGaA, Darmstadt, Germany (operating in the United States and Canada under the name “EMD Serono”) and the Registrant, as amended.
Amended and Restated Exclusive Agreement, dated October 3, 2007, between The Board of Trustees of The Leland Stanford Junior University and Fundamental Applied Biology, Inc., as amended.
Loan and Security Agreement, dated February 28, 2020, among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.
−Removed: Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement.
−Removed: Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement.
Sublease Agreement, dated September 3, 2020, by and between the Company and Five Prime Therapeutics, Inc.
7 unchanged sentences
Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung.
−Removed: Offer Letter, dated December 11, 2015, by and between the Registrant and Arturo Molina.
+Added: First Amendment to the Tasly License Agreement dated April 18, 2022.
+Added: 10.32 ˄
+Added: License and Collaboration Agreement, dated June 27, 2022, by and between the Registrant and Astellas Pharma Inc.
+Added: First amendment to the Loan and Security Agreement among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.
+Added: Amended and Restated 2021 Equity Inducement Plan .
+Added: Letter Agreement, dated December 19, 2022, by and between the Registrant and Vaxcyte, Inc.
+Added: Amended and Restated 2021 Equity Inducement Plan .
Subsidiaries of the Registrant.
19 unchanged sentences
The Registrant has omitted and filed separately with the SEC the confidential portions of this exhibit.
+Added: Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.
+Added: ˄Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
Form 10-K Summary .
3 unchanged sentences
SUTRO BIOPHARMA, INC.
−Removed: February 28, 2022
+Added: March 30, 2023
/s/ William J.
Chief Executive Officer
−Removed: February 28, 2022
+Added: March 30, 2023
/s/ Edward C.
7 unchanged sentences
President, Chief Executive Officer and Director
−Removed: February 28, 2022
+Added: March 30, 2023
(Principal Executive Officer)
1 unchanged sentence
Chief Financial Officer and Corporate Secretary
−Removed: February 28, 2022
+Added: March 30, 2023
(Principal Financial and Accounting Officer)
/s/ Michael Dybbs, Ph.D.
−Removed: February 28, 2022
+Added: March 30, 2023
Michael Dybbs, Ph.D.
−Removed: February 28, 2022
+Added: March 30, 2023
+Added: /s/ Heidi Hunter
+Added: March 30, 2023
/s/ Joseph M.
−Removed: February 28, 2022
+Added: March 30, 2023
/s/ Connie Matsui
−Removed: February 28, 2022
+Added: March 30, 2023
Connie Matsui
/s/ James Panek
−Removed: February 28, 2022
+Added: March 30, 2023
/s/ Daniel H.
−Removed: February 28, 2022
+Added: March 30, 2023
/s/ Shalini Sharp
−Removed: February 28, 2022
+Added: March 30, 2023
Shalini Sharp
Wigginton, M.D.
−Removed: February 28, 2022
+Added: March 30, 2023
Wigginton, M.D.
−Removed: /s/ Heidi Hunter
−Removed: February 28, 2022
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.