Aileron Therapeutics Inc
For the period ended Dec 31, 2023. Filed Apr 15, 2024.
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FY2023 · Filed Apr 15, 2024
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Item 16. Form 10-K Summary
None.
Exhibit Index
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | Date of Filing | ExhibitNumber | FiledHerewith |
| 2.1# | Agreement and Plan of Merger, dated October 31, 2023, by and among Aileron Therapeutics, Inc., AT Merger Sub I, Inc., AT Merger Sub II, LLC and Lung Therapeutics, Inc. | 8-K | 10/31/2023 | 2.1 | |
| 3.1 | Restated Certificate of Incorporation of the Registrant, as amended | 10-Q | 8/11/2021 | 3.1 | |
| 3.2 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated as of November 10, 2022 | 8-K | 11/10/2022 | 3.1 | |
| 3.3 | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated as of February, 29, 2024 | X | |||
| 3.4 | Amended and Restated By-laws of the Registrant | 8-K | 7/5/2017 | 3.2 | |
| 4.1 | Specimen stock certificate evidencing shares of common stock | S-1^ | 6/19/2017 | 4.1 | |
| 4.2 | Description of Securities of the Registrant | X | |||
| 4.3 | Certificate of Designation of Series X Non-Voting Convertible Preferred Stock | 8-K | 10/31/2023 | 3.1 | |
| 4.4 | Form of Warrant to Purchase Common Stock issued pursuant to the Stock and Warrant Purchase Agreement | 8-K | 10/31/2023 | 4.1 | |
| 10.1* | 2006 Stock Incentive Plan, as amended | S-1^ | 6/2/2017 | 10.1 | |
| 10.2* | Form of Incentive Stock Option Agreement under 2006 Stock Incentive Plan | S-1^ | 6/2/2017 | 10.2 | |
| 10.3* | Form of Nonstatutory Stock Option Agreement under 2006 Stock Incentive Plan | S-1^ | 6/2/2017 | 10.3 | |
| 10.4* | 2016 Stock Incentive Plan | S-1^ | 6/2/2017 | 10.4 | |
| 10.5* | Form of Incentive Stock Option Agreement under 2016 Stock Incentive Plan | S-1^ | 6/2/2017 | 10.5 | |
| 10.6* | Form of Nonstatutory Stock Option Agreement under 2016 Stock Incentive Plan | S-1^ | 6/2/2017 | 10.6 | |
| 10.7* | 2017 Stock Incentive Plan | S-1^ | 6/19/2017 | 10.8 | |
| 10.8* | Form of Incentive Stock Option Agreement under 2017 Stock Incentive Plan | S-1^ | 6/19/2017 | 10.9 | |
| 10.9* | Form of Nonstatutory Stock Option Agreement under 2017 Stock Incentive Plan | S-1^ | 6/19/2017 | 10.10 | |
| 10.10* | 2017 Employee Stock Purchase Plan | S-1^ | 6/19/2017 | 10.11 | |
| 10.11* | Aileron Therapeutics, Inc. 2021 Stock Incentive Plan, as amended | X | |||
| 10.12* | Form of Stock Option Agreement under 2021 Stock Incentive Plan | 10-K | 3/20/2023 | 10.12 | |
| 10.13* | Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan | 10-K | 3/20/2023 | 10.13 | |
| 10.14 | Form of Director and Officer Indemnification Agreement | S-1^ | 6/19/2017 | 10.12 | |
| 10.15 | License Agreement, dated as of December 31, 2006, by and between the Registrant and Materia, Inc. (now Umicore Precious Metals Chemistry USA, LLC) | S-1^ | 6/2/2017 | 10.13 | |
| 10.16++ | Amended and Restated License Agreement, dated as of February 19, 2010, by and among the Registrant, President and Fellows of Harvard College and Dana-Farber Cancer Institute, Inc. | S-1^ | 6/19/2017 | 10.14 | |
| 10.17* | Amended and Restated Employment Agreement, dated as of September 6, 2018, between the Registrant and Manuel C. Alves Aivado, M.D., Ph.D. | 10-Q | 11/7/2018 | 10.2 | |
| 10.18* | Severance Agreement, dated as of September 6, 2018, between the Registrant and Manuel C. Alves Aivado, M.D., Ph.D. | 10-Q | 11/7/2018 | 10.3 | |
| 10.19* | Offer Letter, dated as of November 15, 2007, between the Registrant and D. Allen Annis, Ph.D. | 10-K | 3/29/2019 | 10.21 | |
| 10.20* | Severance Agreement, dated as of November 5, 2018, between the Registrant and D. Allen Annis, Ph.D. | 10-K | 3/29/2019 | 10.22 | |
| 10.21 | Securities Purchase Agreement, dated March 28, 2019, by and among the Registrant and the persons party thereto | 8-K | 4/1/2019 | 10.1 | |
| 10.22 | Registration Rights Agreement, dated March 28, 2019, by and among the Registrant and the persons party thereto | 8-K | 4/1/2019 | 10.4 | |
| 10.23 | Form of Warrant to Purchase Common Stock | 8-K | 4/1/2019 | 10.3 |
| 10.24 | Purchase Agreement, dated as of September 21, 2020, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 9/22/2020 | 10.1 |
| 10.25 | Registration Rights Agreement, dated as of September 21, 2020, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 9/22/2020 | 10.2 |
| 10.26 | Capital on Demand™ Sales Agreement, dated January 29, 2021, by and among Aileron Therapeutics, Inc. and JonesTrading Institutional Services LLC and William Blair & Company, L.L.C. | 8-K | 1/29/2021 | 1.1 |
| 10.27 | Sublease Agreement, dated March 26, 2021, by and among the Company, Vittoria Industries North America, Inc. and Waterfront Equity Partners, LLC | 10-Q | 5/11/2021 | 10.1 |
| 10.28* | Separation and Release of Claims Agreement, dated July 8, 2022, by and between the Company and Vojislav Vukovic, M.D., Ph.D. | 10-Q | 8/15/2022 | 10.1 |
| 10.29* | Separation and Release of Claims Agreement, dated as of April 24, 2023, between the Registrant and D. Allen Annis, Ph.D. | 10-Q | 5/8/2023 | 10.1 |
| 10.30* | Consulting Agreement, dated as of April 15, 2023, between the Registrant and D. Allen Annis, Ph.D. | 10-Q | 5/8/2023 | 10.2 |
| 10.31 | Waiver Under Amended and Restated License Agreement, dated as of February 19, 2010, by and among the Registrant, President and Fellows of Harvard College and Dana-Farber Cancer Institute, Inc. | 10-Q | 10/13/2023 | 10.1 |
| 10.32# | Stock and Warrant Purchase Agreement, dated as of October 31, 2023, by and among Aileron Therapeutics, Inc. and each purchaser identified on Annex A thereto | 8-K | 10/31/2023 | 10.1 |
| 10.33 | Form of Registration Rights Agreement, by and among Aileron Therapeutics, Inc. and certain purchasers named therein | 8-K | 10/31/2023 | 10.2 |
| 10.34* | Executive Employment Agreement, dated as of February 1, 2014, by and between Lung Therapeutics, Inc. and Brian Windsor, Ph.D., as amended | 8-K | 10/31/2023 | 10.3 |
| 10.35* | Letter Agreement, dated as of February 11, 2023, by and between Lung Therapeutics, Inc. and Brian Windsor, Ph.D. | 8-K | 10/31/2023 | 10.4 |
| 10.36* | Letter Agreement, dated as of October 30, 2023, by and between Lung Therapeutics, Inc. and Brian Windsor, Ph.D. | 8-K | 10/31/2023 | 10.5 |
| 10.37+# | Exclusive License Agreement, dated as of November 12, 2020, by and between Lung Therapeutics, Inc. and Taiho Pharmaceutical Co. Ltd. | 8-K | 1/25/2024 | 10.1 |
| 10.38+ | Amended and Restated Patent and Technology License Agreement, effective as of December 19, 2013, by and between Lung Therapeutics, Inc. and the Board of Regents of The University of Texas System, on behalf of The University of Texas Health Science Center at Tyler, as amended by First Amendment, effective as of May 4, 2017. | 8-K | 1/25/2024 | 10.2 | |
| 10.39+ | Patent License Agreement, effective as of May 21, 2015, by and between Lung Therapeutics, Inc. and the University of Texas at Austin, on behalf of The University of Texas System, as amended by Amendment #1, dated as of January 26, 2017, Amendment #2, dated as of November 19, 2018, Amendment #3, effective as of June 20, 2019, and Amendment #4, dated as of April 28, 2023. | 8-K | 1/25/2024 | 10.3 | |
| 10.40+ | Amended and Restated License Agreement, effective as of September 1, 2018, by and between Lung Therapeutics, Inc. and Medical University of South Carolina Foundation for Research Development. | 8-K | 1/25/2024 | 10.4 | |
| 10.41+ | License Agreement, effective as of March 8, 2018, by and between Lung Therapeutics, Inc. and Vivarta Therapeutics, L.L.C. | 8-K | 1/25/2024 | 10.5 | |
| 10.42* | Lung Therapeutics, Inc.2013 Long-Term Incentive Plan, as amended | X | |||
| 16.1 | Letter from PricewaterhouseCoopers LLP regarding change in certifying accountant | 8-K | 10/31/2023 | 16.1 | |
| 21.1 | Subsidiaries of Aileron Therapeutics, Inc. | X | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | |||
| 23.2 | Consent of Marcum LLP, independent registered public accounting firm. | X | |||
| 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. | X | |||
| 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. | X | |||
| 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. | X | |||
| 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. | X |
| 97.1 | Aileron Therapeutics, Inc. 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. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Indicates management contract or compensatory plan.
- In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and private or confidential. A copy of the omitted portion will be furnished to the SEC upon request.
++ Confidential treatment has been requested and/or granted as to certain portions, which portions have been omitted and filed separately with the SEC.
Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
^ SEC File No. 333-218474
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Aileron Therapeutics, Inc. | ||
| Date: April 15, 2024 | By: | /s/ Brian Windsor, Ph.D. |
|---|---|---|
| Brian Windsor, Ph.D. | ||
| President and Chief Executive Officer(principal executive officer) | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brian Windsor, Ph.D. and Charles T. Garner, each or any of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Brian Windsor, Ph.D. | President, Chief Executive Officer and Director (principal executive officer) | April 15, 2024 |
| Brian Windsor, Ph.D. | ||
| /s/ Charles T. Garner | Senior Vice President, Finance(principal financial officer and principal accounting officer) | April 15, 2024 |
| Charles T. Garner | ||
| /s/ Josef H. Von Rickenbach | Chairman of the Board of Directors | April 15, 2024 |
| Josef H. Von Rickenbach | ||
| /s/ Manuel C. Aivado | Director | April 15, 2024 |
| Manuel C. Aivado, M.D. Ph. D. | ||
| /s/ Reinhard J. Ambros, Ph.D. | Director | April 15, 2024 |
| Reinhard J. Ambros, Ph.D. | ||
| /s/ William C. Fairey | Director | April 15, 2024 |
| William C. Fairey | ||
| /s/ Alan Musso | Director | April 15, 2024 |
| Alan Musso | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | F-1 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 688) | F-2 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the Years ended December 31, 2023 and 2022 | F-7 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022 | F-8 |
| Notes to Consolidated Financial Statements | F-9 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.