2 unchanged sentences
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.
−Removed: The term “disclosure controls and procedures,”
−Removed: as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
+Added: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective at the 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, with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Securities Exchange Act of 1934.
8 unchanged sentences
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
−Removed: In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –
−Removed: Integrated Framework (2013) to evaluate the effectiveness of our internal control over financial reporting.
+Added: In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013) to evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment using those criteria, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
5 unchanged sentences
We have a written code of conduct that applies to all of our directors, officers and employees.
−Removed: A copy of the most up-to-date version of our code of conduct is available within the “Investors”
−Removed: section on our company website located at http://www.xenon-pharma.com and on SEDAR at www.sedar.com .
−Removed: We will post amendments to our code of conduct or waivers of the same for directors and executive officers on the “Investors”
−Removed: section on our website located at https://www.xenon-pharma.com.
+Added: A copy of the most up-to-date version of our code of conduct is available within the “Investors” section on our company website located at http://www.xenon-pharma.com and on SEDAR at www.sedar.com .
+Added: We will post amendments to our code of conduct or waivers of the same for directors and executive officers on the “Investors” section on our website located at https://www.xenon-pharma.com .
+Added: During the three months ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
11 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: (a)(1) Financial Statements —
−Removed: The financial statements included in Item 8 are filed as part of this Annual Report on Form 10-K.
−Removed: (a)(2) Financial Statement Schedules —
−Removed: All schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the consolidated Financial Statements or notes thereto included in Item 8 of this Annual Report on Form 10-K.
−Removed: (a)(3) Exhibits —
−Removed: The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.
−Removed: (b) Exhibits —
−Removed: The exhibits listed in the table below are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.
+Added: (a)(1) Financial Statements — The financial statements included in Item 8 are filed as part of this Annual Report on Form 10-K.
+Added: (a)(2) Financial Statement Schedules — All schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the consolidated Financial Statements or notes thereto included in Item 8 of this Annual Report on Form 10-K.
+Added: (a)(3) Exhibits — The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.
+Added: (b) Exhibits — The exhibits listed in the table below are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.
Description of Document
8 unchanged sentences
October 6, 2014
−Removed: Specimen Series 1 Preferred Share Certificate.
−Removed: March 28, 2018
Warrant to Purchase Shares, dated August 3, 2018, by and between Xenon Pharmaceuticals Inc.
3 unchanged sentences
Form of Pre-Funded Warrant .
−Removed: March 10, 2021
−Removed: Form of Pre-Funded Warrant .
October 6, 2021
1 unchanged sentence
June 23, 2022
+Added: Form of Pre-Funded Warrant.
+Added: November 30, 2023
Stock Option Plan, as amended, and form of option agreement thereunder.
9 unchanged sentences
March 9, 2020
−Removed: Amended and Restated Employment Agreement, dated March 20, 2019, by and between the Company and James Empfield.
−Removed: March 9, 2020
Employment Agreement, dated July 17, 2020, by and between the Company and Christopher Von Seggern.
2 unchanged sentences
January 14, 2021
−Removed: Description of Document
−Removed: Incorporated by Reference
−Removed: Employment Agreement, dated January 13, 2021, by and between the Company and Simon Pimstone.
−Removed: January 14, 2021
Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin.
January 14, 2021
+Added: Description of Document
+Added: Incorporated by Reference
Employment Agreement, dated August 18, 2021, by and between the Company and Christopher Kenney.
36 unchanged sentences
August 9, 2022
−Removed: Description of Document
−Removed: Incorporated by Reference
Employment Agreement, dated November 7, 2022, by and between the Company and Andrea DiFabio.
November 8, 2022
+Added: Executive Incentive Compensation Plan.
+Added: March 14, 2023
+Added: Description of Document
+Added: Incorporated by Reference
+Added: Consent to Alterations Agreement between Redstone Enterprises Ltd.
+Added: and Xenon Pharmaceuticals Inc., effective March 27, 2023.
+Added: August 9, 2023
+Added: Consent to Alterations Agreement between Redstone Enterprises Ltd.
+Added: and Xenon Pharmaceuticals Inc., effective August 16, 2023.
+Added: Employment Agreement, dated December 15, 2023, by and between the Company and James Empfield.
List of Subsidiaries of the Company.
6 unchanged sentences
Section 1350 Certification of Principal Financial Officer
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
−Removed: 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
+Added: Clawback Policy, effective as of October 2, 2023
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
8 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) 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.
−Removed: March 1, 2023
+Added: February 29, 2024
XENON PHARMACEUTICALS INC.
6 unchanged sentences
President, Chief Executive Officer and Director (Principal Executive Officer)
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ Sherry Aulin
Chief Financial Officer (Principal Financial and Accounting Officer)
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ Simon Pimstone
−Removed: Simon Pimstone
Chair of the Board of Directors
−Removed: March 1, 2023
+Added: February 29, 2024
+Added: Simon Pimstone
/s/ Mohammad Azab
+Added: February 29, 2024
Mohammad Azab
−Removed: March 1, 2023
+Added: /s/ Gillian Cannon
+Added: February 29, 2024
+Added: Gillian Cannon
/s/ Steven Gannon
+Added: February 29, 2024
Steven Gannon
−Removed: March 1, 2023
/s/ Elizabeth Garofalo
+Added: February 29, 2024
Elizabeth Garofalo
−Removed: March 1, 2023
+Added: /s/ Justin Gover
+Added: February 29, 2024
/s/ Patrick Machado
+Added: February 29, 2024
Patrick Machado
−Removed: March 1, 2023
/s/ Gary Patou
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ Dawn Svoronos
+Added: February 29, 2024
Dawn Svoronos
−Removed: March 1, 2023
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.