Homology Medicines Inc
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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FY2023 · Filed Mar 13, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The following documents are included on pages F-1 through F-27 attached hereto and are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Comprehensive Loss | F-6 |
| Consolidated Statements of Stockholders’ Equity | F-7 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-9 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | FileNo. | Exhibit | Filingdate | FiledHerewith |
| 2.1^^ | Agreement and Plan of Merger, dated November 16, 2023, by and among Homology Medicines, Inc., Kenobi Merger Sub, Inc., and Q32 Bio Inc. | 8-K | 001-38433 | 2.1 | 11/16/23 | |
| 3.1 | Restated Certificate of Incorporation of Homology Medicines, Inc. | 8-K | 001-38433 | 3.1 | 4/3/18 | |
| 3.2 | Amended and Restated Bylaws of Homology Medicines, Inc. | 8-K | 001-38433 | 3.1 | 12/18/20 | |
| 4.1 | Specimen Stock Certificate evidencing the shares of common stock | S-1/A | 333-223409 | 4.2 | 3/19/18 | |
| 4.2 | Form of Indenture | S-3 | 333-230664 | 4.3 | 4/1/19 | |
| 4.3 | Description of Securities | * | ||||
| 10.1# | 2015 Stock Incentive Plan, as amended, and forms of agreements thereunder | S-1/A | 333-223409 | 10.1 | 3/19/18 | |
| 10.2# | 2018 Incentive Award Plan, and forms of awards thereunder | 10-K | 001-38433 | 10.2 | 3/11/21 | |
| 10.3# | 2018 Employee Stock Purchase Plan | S-1/A | 333-223409 | 10.3 | 3/19/18 | |
| 10.4# | 2018 Employee Stock Purchase Plan – Offering Document | 10-Q | 001-38433 | 10.1 | 11/13/18 | |
| 10.5# | Non-Employee Director Compensation Program | 10-Q | 001-38433 | 10.1 | 11/10/22 | |
| 10.6# | Form of Indemnification Agreement for Directors and Officers | S-1/A | 333-223409 | 10.5 | 3/19/18 | |
| 10.7 | Lease Agreement, dated December 21, 2017, by and between Homology Medicines, Inc. and Patriots Park Owner, LLC, as amended by the First Amendment to Lease, dated February 8, 2019, the Second Amendment to Lease, dated March 15, 2019, and the Third Amendment to Lease, dated November 9, 2021 | 10-Q | 001-38433 | 10.1 | 11/15/21 | |
| 10.8 | Assignment and Assumption Agreement, dated March 10, 2022, between Homology Medicines, Inc. and Roadrunner (US) LLC | 10-K | 001-38433 | 10.8 | 3/23/22 | |
| 10.9 | Sublease Agreement, dated March 10, 2022, between Homology Medicines, Inc. and Roadrunner (US) LLC | 10-K | 001-38433 | 10.9 | 3/23/22 | |
| 10.10# | Amended and Restated Employment Agreement, dated April 21, 2022, by and between Homology Medicines, Inc. and Albert Seymour | 8-K | 001-38433 | 10.1 | 4/21/22 | |
| 10.11# | Employment Agreement, dated March 18, 2018, by and between Homology Medicines, Inc. and Bradford Smith | S-1/A | 333-223409 | 10.13 | 3/19/18 | |
| 10.12# | Amendment to Employment Agreement, dated as of September 6, 2022, by and between Homology Medicines, Inc. and W. Bradford Smith | 8-K | 001-38433 | 10.2 | 9/8/22 | |
| 10.13# | Consulting Agreement, dated as of September 6, 2022, by and between Homology Medicines, Inc. and Arthur Tzianabos, Ph.D. | 8-K | 001-38433 | 10.1 | 9/8/22 | |
| 10.14# | Employment Agreement, dated March 18 2020, by and between Homology Medicines, Inc. and Paul Alloway, Ph.D. | 10-K | 001-38433 | 10.13 | 3/23/22 | |
| 10.15# | Amendment to Employment Agreement, dated September 6, 2022, by and between Homology Medicines, Inc. and Paul G. Alloway, Ph.D. | 10-Q | 001-38433 | 10.4 | 11/10/22 | |
| 10.16# | Employment Agreement, dated September 1, 2021, by and between Homology Medicines, Inc. and Michael Blum | 10-K | 001-38433 | 10.14 | 3/23/22 | |
| 10.17# | Amendment to Employment Agreement, dated September 6, 2022, by and between Homology Medicines, Inc. and Michael Blum | 10-Q | 001-38433 | 10.5 | 11/10/22 | |
| 10.18† | Exclusive License Agreement, dated April 28, 2016, between Homology Medicines, Inc. and City of Hope | S-1/A | 333-223409 | 10.16 | 3/19/18 | |
| 10.19^ | Stock Purchase Agreement, dated November 9, 2020, by and between Homology Medicines, Inc. and Pfizer Inc. | 8-K | 001- 38433 | 10.1 | 11/9/20 | |
| 10.20 | Equity Securities Purchase Agreement, dated January 28, 2022, by and among Homology Medicines, Inc., Roadrunner (US) LLC, Oxford Biomedica (US), Inc. and, solely for purposes of Article IX thereof, Oxford Biomedica plc | 10-K | 001- 38433 | 10.23 | 3/23/22 | |
| 10.21 | Amendment No. 1 to Equity Securities Purchase Agreement dated as of January 28, 2022 by and among Homology Medicines, Inc., Roadrunner (US) LLC, Oxford Biomedica (US), Inc. and, solely for purposes of Article IX thereof, Oxford Biomedica plc | 10-K | 001- 38433 | 10.24 | 3/23/22 | |
| 10.22 | Contribution Agreement, dated March 10, 2022, between Homology Medicines, Inc. and Roadrunner (US) LLC | 10-K | 001- 38433 | 10.25 | 3/23/22 | |
| 10.23^ | Amended and Restated Limited Liability Company Agreement, dated March 10, 2022, by and among Oxford Biomedica (US) LLC (f/k/a Roadrunner (US) LLC), Homology Medicines, Inc. and Oxford Biomedica (US) Inc. | 10-K | 001- 38433 | 10.26 | 3/23/22 | |
| 10.24^ | Manufacturing and Supply Agreement, dated March 10, 2022, by and among Homology Medicines, Inc., Roadrunner (US) LLC and, solely for purposes of Section 2.3(b)(iii) thereof, Oxford Biomedica UK Limited | 10-K | 001- 38433 | 10.27 | 3/23/22 | |
| 21.1 | Subsidiaries of Homology Medicines, Inc. | S-1 | 333-223409 | 21.1 | 3/2/18 | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accountant | * | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | * |
| 101.INS | Inline XBRL Instance Document – the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * |
- Filed herewith.
** Furnished herewith.
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