4 unchanged sentences
Management ’ s Annual Report on Internal Control over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
−Removed: We conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
−Removed: Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2023, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
+Added: Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
+Added: The Company’s management, with the participation of the Chief Executive Officer and Principal Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Based on our management’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2024, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
Changes in Internal Control Over Financial Reporting
−Removed: There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
26 unchanged sentences
(incorporated by reference to Exhibit 3.3 to the Company ’ s Registration Statement on Form S-1/A filed with the SEC on March 27, 2015)
−Removed: Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934(incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the SEC on March 15, 2022)
+Added: Description of Registrant ’ s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
Executive Employment Agreement dated as of March 22, 2005 between XBiotech and John Simard (incorporated by reference to Exhibit 10.1 to the Company ’ s Registration Statement on Form S-1 filed with the SEC on February 2, 2015)
18 unchanged sentences
Board Member Agreement, dated as of February 27, 2018, by and between XBiotech Inc.
−Removed: and Jan-Paul Waldin.(incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on March 15, 2023)
+Added: and Jan-Paul Waldin.
+Added: (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on March 15, 2023)
Board Member Agreement, dated as of March 20, 2018, by and between XBiotech Inc.
and Donald H.
−Removed: MacAdam.(incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on March 15, 2023)
+Added: (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on March 15, 2023)
Board Member Agreement, dated as of July 10, 2019, by and between XBiotech Inc.
5 unchanged sentences
and Janssen Biotech, Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K filed on July 16, 2019)
+Added: (incorporated by reference to Exhibit 10.14 to the Registrant ’ s Current Report on Form 10-K filed on March 16, 2020)
Transition Services Agreement, dated as of December 30, 2019, between XBiotech Inc.
and Janssen Biotech, Inc.
−Removed: (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Current Report on Form 8-K filed on July 16, 2019)
+Added: (incorporated by reference to Exhibit 10.15 to the Registrant ’ s Current Report on Form 10-K filed on March 16, 2020)
+Added: XBiotech Inc.
+Added: Insider Trading Policy
+Added: XBiotech Inc.
+Added: Clawback Policy
List of subsidiaries
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBiotech Inc.
−Removed: Clawback Policy
The following financial statements from the XBiotech Inc.
20 unchanged sentences
/s/ JOHN SIMARD
−Removed: March 15, 2024
John Simard, Chief Executive Officer (Principal Executive Officer) and Director
−Removed: /s/ ANGELA HU
March 18, 2025
+Added: /s/ ANGELA HU
Angela Hu, Principal Financial Officer and Principal Accounting Officer
−Removed: THORPE MCKENZIE
March 18, 2025
+Added: THORPE MCKENZIE
Thorpe McKenzie, Director
−Removed: /s/ JAN-PAUL WALDIN
March 18, 2025
+Added: /s/ Jan-Paul Waldin
Jan-Paul Waldin, Director
−Removed: /s/ DONALD MACADAM
March 18, 2025
−Removed: Donald MacAdam, Director
/s/ Peter Libby
−Removed: March 15, 2024
Peter Libby, Director
+Added: March 18, 2025
+Added: Mak, Director
+Added: March 18, 2025
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.