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.
| ExhibitNumber · Description · Form · File No. · ExhibitFilingDate · Filed/FurnishedHerewith |
|---|
| 3.1 | | Restated Certificate of Incorporation, dated May 30, 2023, as amended. | | 10-Q | | 001-39231 | | November 10, 2025 | |
| |
|---|
| 3.2 | | Amended and Restated Bylaws, dated December 1, 2022. | | 8-K | | 001-39231 | | December 2, 2022 | |
| | | | | | | | | | | |
| 4.1 | | Form of Common Stock Certificate. | | S-1/A | | 333-236214 | | February 18, 2020 | | |
| | | | | | | | | | | |
| 4.2 | | Description of Registrant’s Securities. | | | | | | | | X |
| | | | | | | | | | | |
| 10.1 | | Lease, dated April 10, 2020, by and between the Registrant and Commerce Square Partners - Philadelphia Plaza, L.P. | | 10-Q | | 001-39231 | | May 11, 2020 | | |
| | | | | | | | | | | |
| 10.2 | | First Amendment to Lease, dated April 10, 2020, by and between the Registrant and Philadelphia Plaza, L.P. – Phase II | | 10-Q | | 001-39231 | | May 11, 2020 | |
| |
|---|
| 10.3 | | Form of Indemnification Agreement between the Registrant and its directors and officers. | | S-1 | | 333-236214 | | February 3, 2020 | |
| |
|---|
| 10.4 | | Amended and Restated 2018 Equity Incentive Plan, as amended, and forms of award agreements. | | S-1 | | 333-236214 | | February 3, 2020 | | |
| | | | | | | | | | | |
| 10.5 | | 2020 Equity Incentive Plan of the Registrant, and forms of award agreements. | | X |
| |
|---|
| 10.6 | | 2020 Employee Stock Purchase Plan of the Registrant. | | | | | | | | X |
| |
|---|
| 10.7˄ | | Lease, dated December 15, 2020 by and between the Registrant and Hopewell Campus Owner, LLC. | | 8-K | | 001-39231 | | December 18, 2020 | | |
| | | | | | | | | | | |
| 10.8 | | 2021 Equity Inducement Plan. | | S-8 | | 333-258000 | | July 19, 2021 | | |
| | | | | | | | | | | |
| 10.9+† | | Employment Agreement, dated October 10, 2022 by and between the Registrant and William Chou. | | 10-Q | | 001-39231 | | November 10, 2022 | | |
| 10.10+† | | Employment Agreement dated September 10, 2019, as amended on February 26, 2020, by and between the Registrant and Edgar B. (Chip) Cale. | | 10-K | | 001-39231 | | March 6, 2023 | | |
| | | | | | | | | | | |
| 10.11†˄ | | Amended and Restated Development Services and Clinical Supply Agreement, dated November 9, 2023, by and between the Registrant and Catalent Maryland, Inc. | | 10-K | | 001-39231 | | March 4, 2024 | | |
| | | | | | | | | | | |
| 10.12+† | | Employment Agreement, dated March 1, 2024, by and between the Registrant and Kathleen Borthwick. | | 10-K | | 001-39231 | | March 4, 2024 | | |
| | | | | | | | | | | |
| 10.13+ | | Non-Employee Director Compensation Policy effective as of April 4, 2024. | | 10-Q | | 001-39231 | | May 14, 2024 | | |
| | | | | | | | | | | |
| 10.14†˄ | | Exclusive License Agreement (PBGM01), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| | | | | | | | | | | |
| 10.15†˄ | | Exclusive License Agreement (PBKR03), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| | | | | | | | | | | |
| 10.16†˄ | | Exclusive License Agreement (PBML04), dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| | | | | | | | | | | |
| 10.17†˄ | | Transition Services Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| | | | | | | | | | | |
| 10.18†˄ | | Research, Collaboration & License Agreement, dated July 31, 2024, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| | | | | | | | | | | |
| 10.19†˄ | | Second Amended and Restated Research, Collaboration & License Agreement, dated July 31, 2024, by and between the | | 10-Q | | 001-39231 | | November 13, 2024 | | |
| Registrant and the Trustees of the University of Pennsylvania. |
|---|
| | | | | | | | | | | |
|---|
| 10.20†˄ | | Amendment to the Exclusive License Agreement (PBGM01), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | August 12, 2025 | | |
| | | | | | | | | | | |
| 10.21˄ | | Amendment to the Exclusive License Agreement (PBKR03), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | August 12, 2025 | | |
| | | | | | | | | | | |
| 10.22˄ | | Amendment to the Exclusive License Agreement (PBML04), dated May 7, 2025, by and between the Registrant and Gemma Biotherapeutics, Inc. | | 10-Q | | 001-39231 | | August 12, 2025 | | |
| | | | | | | | | | | |
| 19.1˄ | | Insider Trading Policy. | | 10-K | | 001-39231 | | March 3, 2025 | | |
| | | | | | | | | | | |
| 23.1 | | Consent of KPMG LLP, an 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 | | Policy Relating to Recovery of Erroneously Awarded Compensation. | | 10-K | | 001-39231 | | March 4, 2024 | | |
| | | | | | | | | | | |
| 101.INS | | Inline XBRL Instance Document. | | | | | | | | X |
| | | | | | | | | | | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document. | | | | | | | | X |
| | | | | | | | | | | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | X |
| | | | | | | | | | | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | X |
| | | | | | | | | | | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. | | | | | | | | X |
| | | | | | | | | | | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | X |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). | | | | | | | | X |
| + | Indicates management contract or compensatory plan, contract or agreement. |
|---|
| † | Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation 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. |
|---|
| * | 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. |
|---|
