SUTRO BIOPHARMA INC
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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FY2024 · Filed Mar 13, 2025
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Item 15. Exhibits and Financial Statement Schedules
(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.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Number · Exhibit · Date · FiledHerewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Sutro Biopharma, Inc. | 10-Q | 001-38662 | 3.1 | 11/13/2023 |
| 3.2 | Amended and Restated Bylaws of Sutro Biopharma, Inc. | 8-K | 001-38662 | 3.1 | 2/24/2023 |
| 4.2 | Description of Registrant’s Securities. | 10-K | 001-38662 | 4.2 | 3/25/2024 |
| 4.3 | Form of Warrant to Purchase Shares of Common Stock. | S-1 | 333-227103 | 4.3 | 8/29/2018 |
| 4.6 | Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement. | 10-K | 001-38662 | 10.21 | 3/16/2020 |
| 4.7 | Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement. | 10-K | 001-38662 | 10.22 | 3/16/2020 |
| 10.1 | Form of Indemnity Agreement by and between the Registrant and its directors and officers. | S-1/A | 333-227103 | 10.1 | 9/17/2018 |
| 10.2‡ | 2018 Equity Incentive Plan and form of award agreements thereunder. | S-1/A | 333-227103 | 10.4 | 9/17/2018 |
| 10.3‡ | Amended Form of Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan. | 10-Q | 001-38662 | 10.1 | 11/8/2019 |
| 10.4‡ | Amended Form of Performance Stock Unit Agreement under the 2018 Equity Incentive Plan. | 10-Q | 001-38662 | 10.2 | 11/8/2019 |
| 10.6‡ | 2018 Employee Stock Purchase Plan and form of award agreements thereunder. | S-1/A | 333-227103 | 10.5 | 9/17/2018 |
| 10.7‡ | 2004 Stock Plan, as amended, and forms of award agreements. | S-1 | 333-227103 | 10.2 | 8/29/2018 |
| 10.9† | Exclusive Patent License and Research Collaboration Agreement, dated July 23, 2018, by and between the Registrant and Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ. | S-1/A | 333-227103 | 10.15 | 9/17/2018 |
| 10.12‡ | Offer Letter, dated December 29, 2008, by and between the Registrant and William J. Newell, as amended. | S-1 | 333-227103 | 10.6 | 8/29/2018 |
| 10.14‡ | Offer Letter, dated December 11, 2012, by and between the Registrant and Edward C. Albini. | 10-K | 001-38662 | 10.11 | 2/28/2022 |
| 10.16 | Standard Industrial/Commercial Multi-Tenant Lease-Net, dated May 18, 2011, by and between the Registrant and Lydia Tseng and/or Alemany Plaza LLC, as amended. | S-1 | 333-227103 | 10.10 | 8/29/2018 |
| 10.19† | Amended and Restated Exclusive Agreement, dated October 3, 2007, between The Board of Trustees of The Leland Stanford Junior University and Fundamental Applied Biology, Inc., as amended. | S-1/A | 333-227103 | 10.13 | 9/17/2018 |
| 10.23 | Sublease Agreement, dated September 3, 2020, by and between the Company and Five Prime Therapeutics, Inc. | 10-Q | 001-38662 | 10.1 | 11/5/2020 |
| 10.24‡ | Severance and Change in Control Plan of the Company | 10-K | 001-38662 | 10.24 | 3/25/2024 |
| 10.25 | Third Amendment to Lease 888-894 Industrial Road, San Carlos, CA. | 10-Q | 001-38662 | 10.2 | 8/9/2021 |
| 10.27 | Second Amendment to the Exclusive Patent License and Research Collaboration Agreement. | 10-Q | 001-38662 | 10.2 | 11/10/2021 |
| 10.29 | License Agreement, dated December 24, 2021, by and between the Registrant and Tasly Biopharmaceuticals Co., Ltd. | 10-K | 001-38662 | 10.29 | 2/28/2022 |
| 10.31† | First Amendment to the Tasly License Agreement dated April 18, 2022. | 10-Q | 001-38662 | 10.1 | 8/8/2022 |
| 10.32†˄ | License and Collaboration Agreement, dated June 27, 2022, by and between the Registrant and Astellas Pharma Inc. | 10-Q | 001-38662 | 10.2 | 8/8/2022 |
| 10.33 | Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung. | 10-K | 001-38662 | 10.30 | 2/28/2022 |
| 10.34‡ | Amended and Restated 2021 Equity Inducement Plan and forms of award agreements thereunder. | 10-K | 001-38662 | 10.34 | 3/25/2024 | |
| 10.35 | Letter Agreement, dated December 19, 2022, by and between the Registrant and Vaxcyte, Inc. | 10-K | 001-38662 | 10.35 | 3/30/2023 | |
| 10.41†˄ | Purchase Agreement, dated June 21, 2023, between the Registrant and an affiliate of Blackstone Life Sciences. | 10-Q | 001-38662 | 10.1 | 8/10/2023 | |
| 10.42 | Third Amendment to the Vaxcyte License Agreement between the Registrant and Vaxcyte, Inc. | 10-K | 001-38662 | 10.1 | 11/13/2023 | |
| 10.43 | Manufacturing Rights Agreement between the Registrant and Vaxcyte, Inc. | 10-K | 001-38662 | 10.43 | 3/25/2024 | |
| 10.44†˄ | Exclusive License Agreement between the Registrant and Ipsen Pharma SAS. | 10-Q | 001-38662 | 10.1 | 5/13/2024 | |
| 10.45‡ | Amended 2018 Employee Stock Purchase Plan | 10-Q | 001-38662 | 10.1 | 8/13/2024 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of the Registrant. | S-1 | 333-227103 | 21.1 | 8/29/2018 | |
| 23.1 | Consent of independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney. Reference is made to the signature page hereto. | 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 | Compensation Recovery Policy | 10-K | 001-38662 | 97.1 | 3/25/2024 | |
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||
** 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.
‡ Indicates management contract or compensatory plan.
† 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.
†Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.
˄ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
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