2 unchanged sentences
As of December 31, 2023, management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal accounting officer), performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
−Removed: Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
+Added: Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
1 unchanged sentence
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
−Removed: Management’s Annual Report on Internal Control Over Financial Reporting
+Added: Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
11 unchanged sentences
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
−Removed: In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control –
−Removed: Integrated Framework.
+Added: In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control – Integrated Framework.
Based on our assessment, our management has concluded that, as of December 31, 2023, our internal control over financial reporting is effective based on those criteria.
−Removed: 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.
−Removed: 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.
+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
14 unchanged sentences
(1) Financial Statements:
−Removed: The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.”
+Added: The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.”
(2) Financial Statement Schedules
5 unchanged sentences
Amended and Restated Bylaws of Sutro Biopharma, Inc.
−Removed: Third Amended and Restated Investors’
−Removed: Rights Agreement, dated May 24, 2018, by and among the Registrant and certain of its stockholders.
−Removed: Omnibus Amendment Agreement, dated July 26, 2018, by and among the Registrant and certain of its stockholders.
+Added: Description of Registrant’s Securities .
Form of Warrant to Purchase Shares of Common Stock.
−Removed: Description of Registrant’s Securities .
Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement.
9 unchanged sentences
Newell, as amended.
−Removed: Offer Letter, dated November 12, 2010, by and between the Registrant and Trevor Hallam, as amended.
+Added: Offer Letter, dated August 28, 2013, by and between the Registrant and Hans-Peter Gerber.
Standard Industrial/Commercial Multi-Tenant Lease-Net, dated May 18, 2011, by and between the Registrant and Lydia Tseng and/or Alemany Plaza LLC, as amended.
−Removed: 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: 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.
−Removed: Loan and Security Agreement, dated February 28, 2020, among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.
Sublease Agreement, dated September 3, 2020, by and between the Company and Five Prime Therapeutics, Inc.
1 unchanged sentence
Third Amendment to Lease 888-894 Industrial Road, San Carlos, CA .
−Removed: 2021 Equity Inducement Plan Document .
Second Amendment to the Exclusive Patent License and Research Collaboration Agreement .
−Removed: Option Agreement, dated October 9, 2021, by and between the Registrant and BioNova Pharmaceuticals Limited.
−Removed: License Agreement, dated December 24, 2021.
−Removed: by and between the Registrant and Tasly Biopharmaceuticals Co., Ltd.
−Removed: Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung.
+Added: License Agreement, dated December 24, 2021, by and between the Registrant and Tasly Biopharmaceuticals Co., Ltd.
+Added: Offer Letter, dated January 18, 2023, by and between the Registrant and Anne E.
First Amendment to the Tasly License Agreement dated April 18, 2022.
−Removed: 10.32 ˄
License and Collaboration Agreement, dated June 27, 2022, by and between the Registrant and Astellas Pharma Inc.
−Removed: First amendment to the Loan and Security Agreement among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.
−Removed: Amended and Restated 2021 Equity Inducement Plan .
+Added: Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung.
+Added: Amended and Restated 2021 Equity Inducement Plan and forms of award agreements thereunder.
Letter Agreement, dated December 19, 2022, by and between the Registrant and Vaxcyte, Inc.
−Removed: Amended and Restated 2021 Equity Inducement Plan .
+Added: Purchase Agreement, dated June 21, 2023, between the Registrant and an affiliate of Blackstone Life Sciences.
+Added: Third Amendment to the Vaxcyte License Agreement between the Registrant and Vaxcyte, Inc.
+Added: Manufacturing Rights Agreement between the Registrant and Vaxcyte, Inc.
Subsidiaries of the Registrant.
8 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Compensation Recovery Policy
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
4 unchanged sentences
Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.
−Removed: ˄Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.
+Added: ˄ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.
The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
38 unchanged sentences
March 25, 2024
−Removed: /s/ Shalini Sharp
−Removed: March 30, 2023
−Removed: Shalini Sharp
Wigginton, M.D.
2 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.