Sutro Biopharma, Inc 10-K/A, filed May 4, 2020
Sutro Biopharma, Inc. (STRO)
About this 10-K/A
Sutro Biopharma, Inc filed this 10-K/A on May 4, 2020, covering the fiscal year ended December 31, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-38662
SUTRO BIOPHARMA, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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47-0926186 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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310 Utah Avenue, Suite 150 |
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South San Francisco, California |
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94080 |
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(Address of principal executive offices) |
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(Zip Code) |
(650) 392-8412
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common stock, $0.001 par value |
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STRO |
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Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 28, 2019 (the last business day of the Registrant’s second fiscal quarter), based upon the closing price of $11.38 of the Registrant’s common stock as reported on The Nasdaq Global Market, was approximately $235.6 million.
The number of shares of the registrant’s common stock outstanding as of March 9, 2020, was 23,098,969.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement filed for its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement was filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.
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We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020 (the “10-K”). This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 16, 2020) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC.
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(1)Financial Statements:
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
The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K.
(3)Exhibits.
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Incorporated by Reference |
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Exhibit Number |
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Exhibit Description |
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Form |
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Number |
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Date |
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Filed Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation of Sutro Biopharma, Inc. |
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10-K |
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001-38662 |
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4/1/2019 |
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3.2 |
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10-K |
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001-38662 |
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4/1/2019 |
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4.1 |
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S-1 |
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333-227103 |
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8/29/2018 |
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4.2 |
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S-1 |
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333-227103 |
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8/29/2018 |
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4.3 |
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S-1 |
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333-227103 |
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8/29/2018 |
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4.4 |
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Forms of Warrant to Purchase Series C Redeemable Convertible Preferred Stock. |
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S-1 |
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333-227103 |
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8/29/2018 |
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4.5 |
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10-K |
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001-38662 |
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3/16/2020 |
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10.1 |
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Form of Indemnity Agreement by and between the Registrant and its directors and officers |
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S-1/A |
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333-227103 |
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9/17/2018 |
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10.2‡ |
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2018 Equity Incentive Plan and form of award agreements thereunder |
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S-1/A |
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333-227103 |
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9/17/2018 |
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S-1 |
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333-227103 |
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8/29/2018 |
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10.17† |
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S-1/A |
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333-227103 |
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9/17/2018 |
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10.18† |
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S-1 |
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333-227103 |
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8/29/2018 |
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10.19† |
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S-1/A |
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333-227103 |
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9/17/2018 |
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10.20 |
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10-K |
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001-38662 |
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3/16/2020 |
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10.21 |
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Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement. |
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10-K |
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001-38662 |
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3/16/2020 |
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10.22 |
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Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement. |
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10-K |
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001-38662 |
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3/16/2020 |
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21.1 |
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S-1 |
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333-227103 |
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8/29/2018 |
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23.1 |
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10-K |
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001-38662 |
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3/16/2020 |
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24.1 |
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Power of Attorney. Reference is made to the signature page thereto. |
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10-K |
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001-38662 |
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3/16/2020 |
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31.1 |
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X |
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31.2 |
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X |
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32.1** |
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10-K |
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001-38662 |
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3/16/2020 |
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32.2** |
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10-K |
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001-38662 |
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3/16/2020 |
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101.INS |
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XBRL Instance Document |
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10-K |
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001-38662 |
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3/16/2020 |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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10-K |
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001-38662 |
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3/16/2020 |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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10-K |
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001-38662 |
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3/16/2020 |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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10-K |
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001-38662 |
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3/16/2020 |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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10-K |
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001-38662 |
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3/16/2020 |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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10-K |
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001-38662 |
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3/16/2020 |
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** |
This certification is deemed not filed for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
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Indicates management contract or compensatory plan. |
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Confidential treatment has been granted for portions of this exhibit pursuant to Rule 406 of the Securities Act, or Rule 24b-2 of the Exchange Act. The Registrant has omitted and filed separately with the SEC the confidential portions of this exhibit. |
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Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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SUTRO BIOPHARMA, INC. |
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Date: May 4, 2020 |
By: |
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/s/ William J. Newell |
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Name: |
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William J. Newell |
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Title: |
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Chief Executive Officer |
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Date: May 4, 2020 |
By: |
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/s/ Edward C. Albini |
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Name: |
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Edward C. Albini |
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Title: |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ William J. Newell |
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President, Chief Executive Officer and Director |
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May 4, 2020 |
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William J. Newell |
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(Principal Executive Officer) |
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/s/ Edward C. Albini |
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Chief Financial Officer and Corporate Secretary |
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May 4, 2020 |
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Edward C. Albini |
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(Principal Financial and Accounting Officer) |
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* |
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Director |
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May 4, 2020 |
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Michael Dybbs, Ph.D. |
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Director |
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May 4, 2020 |
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John G. Freund, M.D. |
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Director |
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May 4, 2020 |
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Joseph M. Lobacki |
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Director |
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May 4, 2020 |
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Connie Matsui |
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Director |
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May 4, 2020 |
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James Panek |
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Director |
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May 4, 2020 |
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Daniel H. Petree |
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* |
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Director |
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May 4, 2020 |
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Shalini Sharp |
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* By: /s/ William J. Newell |
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William J. Newell Attorney-in-fact |
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Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William J. Newell certify that:
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
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c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2020
/s/ William J. Newell
William J. Newell
Chief Executive Officer
(Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward C. Albini, certify that:
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I have reviewed this Annual Report on Form 10-K of Sutro Biopharma, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
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c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2020
/s/ Edward C. Albini
Edward C. Albini
Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)
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