Other Information
−Removed: Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.
−Removed: On May 11, 2022, Dr.
−Removed: Eleanor de Groot notified us of her decision to resign from her position as our Executive Vice President, Operations, effective May 13, 2022, in order to pursue other opportunities.
−Removed: Amended and Restated Certificate of Incorporation, and all amendments thereto (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, SEC File No.
−Removed: 001-33038, filed March 30, 2022).
−Removed: Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 preferred stock, as filed with the Delaware Secretary of State on July 1, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A, SEC File No.
−Removed: 001-33038, filed July 1, 2016).
+Added: Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
+Added: Effective August 12, 2022, the Board adopted a revised Code of Ethics and Conduct (the “Revised Code”).
+Added: The Revised Code applies to all employees, officers and directors of the Company.
+Added: The Revised Code was adopted to reflect what the Company considers to be current best practices and policies for an operating company and to make certain technical, administrative and non-substantive amendments to the prior Code of Ethics and Conduct.
+Added: The adoption of the Revised Code did not relate to or result in any waiver, explicit or implicit, of any provision of the prior Code of Ethics and Conduct.
+Added: The above description of the Revised Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Code, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.
+Added: The Revised Code is also available on the Company’s investor relations website (ir.alaunos.com).
+Added: The contents of the Company’s website are not incorporated by reference in this Quarterly Report on Form 10-Q or made a part hereof for any purpose.
+Added: Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto.
+Added: Amended and Restated Bylaws of the Registrant, dated as of September 21, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, SEC File No.
+Added: 001-33038, filed September 22, 2020).
+Added: Fourth Amendment to the Cooperative Research and Development Agreement, dated June 24, 2022, by and between the National Cancer Institute and the Registrant.
+Added: Equity Distribution Agreement, dated August 12, 2022, by and between Piper Sandler & Co.
+Added: and the Registrant.
+Added: Code of Ethics and Conduct, as amended August 12, 2022.
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
−Removed: Indicates a management contract or compensatory plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
2 unchanged sentences
(On Behalf of the Registrant and as Principal Executive Officer and Principal Financial Officer)
+Added: August 15, 2022
/s/ Michael Wong
1 unchanged sentence
(Principal Accounting Officer)
+Added: August 15, 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.