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SUTRO BIOPHARMA INC

For the period ended Dec 31, 2024. Filed Mar 13, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 13, 2025

STRO$10.17-4.1%Stored close · as of Nov 10, 2026

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Contents

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
3.1Amended and Restated Certificate of Incorporation of Sutro Biopharma, Inc.10-Q001-386623.111/13/2023
3.2Amended and Restated Bylaws of Sutro Biopharma, Inc.8-K001-386623.12/24/2023
4.2Description of Registrant’s Securities.10-K001-386624.23/25/2024
4.3Form of Warrant to Purchase Shares of Common Stock.S-1333-2271034.38/29/2018
4.6Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement.10-K001-3866210.213/16/2020
4.7Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement.10-K001-3866210.223/16/2020
10.1Form of Indemnity Agreement by and between the Registrant and its directors and officers.S-1/A333-22710310.19/17/2018
10.2‡2018 Equity Incentive Plan and form of award agreements thereunder.S-1/A333-22710310.49/17/2018
10.3‡Amended Form of Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan.10-Q001-3866210.111/8/2019
10.4‡Amended Form of Performance Stock Unit Agreement under the 2018 Equity Incentive Plan.10-Q001-3866210.211/8/2019
10.6‡2018 Employee Stock Purchase Plan and form of award agreements thereunder.S-1/A333-22710310.59/17/2018
10.7‡2004 Stock Plan, as amended, and forms of award agreements.S-1333-22710310.28/29/2018
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/A333-22710310.159/17/2018
10.12‡Offer Letter, dated December 29, 2008, by and between the Registrant and William J. Newell, as amended.S-1333-22710310.68/29/2018
10.14‡Offer Letter, dated December 11, 2012, by and between the Registrant and Edward C. Albini.10-K001-3866210.112/28/2022
10.16Standard 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-1333-22710310.108/29/2018
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/A333-22710310.139/17/2018
10.23Sublease Agreement, dated September 3, 2020, by and between the Company and Five Prime Therapeutics, Inc.10-Q001-3866210.111/5/2020
10.24‡Severance and Change in Control Plan of the Company10-K001-3866210.243/25/2024
10.25Third Amendment to Lease 888-894 Industrial Road, San Carlos, CA.10-Q001-3866210.28/9/2021
10.27Second Amendment to the Exclusive Patent License and Research Collaboration Agreement.10-Q001-3866210.211/10/2021
10.29License Agreement, dated December 24, 2021, by and between the Registrant and Tasly Biopharmaceuticals Co., Ltd.10-K001-3866210.292/28/2022
10.31†First Amendment to the Tasly License Agreement dated April 18, 2022.10-Q001-3866210.18/8/2022
10.32†˄License and Collaboration Agreement, dated June 27, 2022, by and between the Registrant and Astellas Pharma Inc.10-Q001-3866210.28/8/2022
10.33Offer Letter, dated May 23, 2021, by and between the Registrant and Jane Chung.10-K001-3866210.302/28/2022
10.34‡Amended and Restated 2021 Equity Inducement Plan and forms of award agreements thereunder.10-K001-3866210.343/25/2024
10.35Letter Agreement, dated December 19, 2022, by and between the Registrant and Vaxcyte, Inc.10-K001-3866210.353/30/2023
10.41†˄Purchase Agreement, dated June 21, 2023, between the Registrant and an affiliate of Blackstone Life Sciences.10-Q001-3866210.18/10/2023
10.42Third Amendment to the Vaxcyte License Agreement between the Registrant and Vaxcyte, Inc.10-K001-3866210.111/13/2023
10.43Manufacturing Rights Agreement between the Registrant and Vaxcyte, Inc.10-K001-3866210.433/25/2024
10.44†˄Exclusive License Agreement between the Registrant and Ipsen Pharma SAS.10-Q001-3866210.15/13/2024
10.45‡Amended 2018 Employee Stock Purchase Plan10-Q001-3866210.18/13/2024
19.1Insider Trading PolicyX
21.1Subsidiaries of the Registrant.S-1333-22710321.18/29/2018
23.1Consent of independent registered public accounting firm.X
24.1Power of Attorney. Reference is made to the signature page hereto.X
31.1Certification 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
31.2Certification 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
97.1Compensation Recovery Policy10-K001-3866297.13/25/2024
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
104Cover 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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