ARCA biopharma Inc
For the period ended Dec 31, 2023. Filed Feb 1, 2024.
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FY2023 · Filed Feb 1, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
Financial statements filed as part of this Report are listed under Part II, Item 8, page 53 of this Annual Report on Form 10‑K.
No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
(b)
Exhibits
A list of exhibits filed with this report or incorporated herein by reference is found in the Exhibit Index.
EXHIBIT INDEX
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNo. · Description · Form · FilingDate · Number · FiledHerewith | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant, as amended. | 10-K | 3/27/2009 | 3.1 |
| 3.1(a) | Certificate of Amendment to Restated Certificate of Incorporation. | 8-K | 3/5/2013 | 5.1 |
| 3.1(b) | Certificate of Amendment to Restated Certificate of Incorporation. | 8-K | 9/3/2015 | 3.1 |
| 3.1(c) | Certificate of Amendment to Restated Certificate of Incorporation. | 8-K | 4/3/2019 | 3.1 |
| 3.2 | Amended and Restated Bylaws of the Registrant, as amended. | 8-K | 6/28/2021 | 3.1 |
| 4.1 | Form of Common Stock Certificate. | 8-K | 1/28/2009 | 4.1 |
| 4.2 | Form of Common Stock Certificate. | 10-Q | 5/8/2019 | 4.2 |
| 4.3 | Reference is made to Exhibits 3.1, 3.1(a), 3.1(b) and 3.2 | |||
| 4.4 | Description of Registered Securities (Incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K filed on February 18, 2020). | 10-K | 2/18/2020 | 4.7 |
| 10.1§ | License and Sublicense Agreement, dated October 28, 2003, by and between ARCA Discovery, Inc. and CPEC, L.L.C. | 10-Q | 5/15/2009 | 10.1 |
| 10.2 | Amendment to License and Sublicense Agreement, dated February 22, 2006, by and between ARCA Discovery, Inc. and CPEC L.L.C. | 10-Q | 5/15/2009 | 10.2 |
| 10.3† | Amended and Restated Employment and Retention Agreement, dated June 4, 2008, by and between ARCA biopharma, Inc. and Michael R. Bristow. | 10-K | 3/27/2009 | 10.43 |
| 10.4 | Assignment and Assumption Agreement, dated January 26, 2009, by and between ARCA biopharma, Inc. and ARCA biopharma Colorado, Inc. | 10-K | 3/27/2009 | 10.46 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNo. · Description · Form · FilingDate · Number · FiledHerewith | ||||
| 10.5 | Assignment and Assumption Agreement, dated January 26, 2009, by and between ARCA biopharma, Inc. and ARCA biopharma Colorado, Inc. | 10-K | 3/27/2009 | 10.48 |
| 10.6 | Form of Indemnification Agreement between ARCA biopharma, Inc. and its directors and officers. | 10-K | 3/27/2009 | 10.52 |
| 10.7 | Capital on DemandTM Sales Agreement, dated July 22, 2020, by and between ARCA biopharma, Inc. and JonesTrading Institutional Services LLC. | 8-K | 7/22/2020 | 10.1 |
| 10.8 | Amendment No. 1 to Capital on DemandTM Sales Agreement, dated April 6, 2021, by and between ARCA biopharma, Inc. and JonesTrading Institutional Services LLC. | 8-K | 4/6/2021 | 10.1 |
| 10.9§ | Amended and Restated Exclusive License Agreement, dated August 12, 2011, by and between the Regents of the University of Colorado and ARCA biopharma, Inc. | 10-Q | 8/15/2011 | 10.5 |
| 10.10 | Office Lease Agreement, effective August 7, 2020, between ARCA biopharma, Inc. and Potens Partners LLC. | 8-K | 8/31/2020 | 10.1 |
| 10.11† | Amendment Agreement by and between ARCA biopharma, Inc. and Michael R. Bristow, effective as of June 13, 2013. | 10-Q | 8/13/2013 | 10.6 |
| 10.12† | ARCA biopharma, Inc. 2013 Equity Incentive Plan. | 8-K | 9/23/2013 | 10.1 |
| 10.13† | Form of Stock Option Agreement and Option Grant Notice under 2013 Equity Incentive Plan (Standard). | 8-K | 9/23/2013 | 10.2 |
| 10.14† | Form of Stock Option Agreement and Option Grant Notice under 2013 Equity Incentive Plan (Officer). | 8-K | 9/23/2013 | 10.3 |
| 10.15† | Form of Stock Option Agreement and Option Grant Notice under 2013 Equity Incentive Plan (Director). | 8-K | 9/23/2013 | 10.4 |
| 10.16† | Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 2013 Equity Incentive Plan (Standard). | 8-K | 9/23/2013 | 10.5 |
| 10.17† | Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 2013 Equity Incentive Plan (Officer). | 8-K | 9/23/2013 | 10.6 |
| 10.18† | Amended and Restated Employment Agreement, dated December 29, 2014, by and between ARCA biopharma, Inc. and Thomas A. Keuer. | 8-K/A | 12/30/2014 | 10.2 |
| 10.19† | Memorandum Regarding Cash Retention Bonus between ARCA biopharma, Inc. and Thomas A. Keuer dated December 8, 2022. | 8-K | 12/9/2022 | 10.1 |
| 10.20† | Amendment to Retention Bonus Letter, dated December 4, 2023, by and among ARCA biopharma, Inc. and Thomas A. Keuer. | 8-K | 12/4/2023 | 10.1 |
| 10.21† | ARCA biopharma, Inc. 2020 Equity Incentive Plan. | 8-K | 12/10/2020 | 10.1 |
| 10.22† | Form of Stock Option Agreement and Option Grant Notice under 2020 Equity Incentive Plan (Standard). | 8-K | 12/23/2020 | 10.1 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | FilingDate | Number | FiledHerewith |
| 10.23† | Form of Stock Option Agreement and Option Grant Notice under 2020 Equity Incentive Plan (Officer). | 8-K | 12/23/2020 | 10.2 | |
| 10.24† | Form of Stock Option Agreement and Option Grant Notice under 2020 Equity Incentive Plan (Director). | 8-K | 12/23/2020 | 10.3 | |
| 10.25† | Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 2020 Equity Incentive Plan (Standard). | 8-K | 12/23/2020 | 10.4 | |
| 10.26† | Form of Restricted Stock Unit Award Agreement and Notice of Grant Award under 2020 Equity Incentive Plan (Officer). | 8-K | 12/23/2020 | 10.5 | |
| 10.27† | Employment Agreement, dated April 21, 2021, by and between ARCA biopharma, Inc. and C. Jeff Dekker. | 10-Q | 5/11/2021 | 10.2 | |
| 10.28† | Memorandum Regarding Cash Retention Bonus between ARCA biopharma, Inc. and C. Jeffrey Dekker dated December 8, 2022. | 8-K | 12/9/2022 | 10.2 | |
| 10.29† | Amendment to Retention Bonus Letter, dated December 4, 2023, by and among ARCA biopharma, Inc. and C. Jeffrey Dekker. | 8-K | 12/4/2023 | 10.2 | |
| 10.30 (1) | Assignment Agreement for Patent Rights, dated July 1, 2021, by and between ARCA biopharma, Inc. and University Medical Center of the Johannes Gutenberg University Mainz. | 10-Q | 8/4/2021 | 10.3 | |
| 19 | Insider Trading Policy. | X | |||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | X | |||
| 24.1 | Power of Attorney (included in the signature page hereto). | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | Compensation Recovery Policy. | X | |||
| 101.INS · 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 · X | |||||
| 101.SCH · Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents (filed electronically herewith) · X | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| Incorporated by Reference | |||||
| ExhibitNo. | Description | Form | FilingDate | Number | FiledHerewith |
|---|---|---|---|---|---|
† Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
§ Confidential treatment has been granted as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC.
(1)
Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. ARCA agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of the exhibit, identified by the mark, “[*],” have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.
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