Skip to main content

PROTHENA CORP PUBLIC LTD CO

For the period ended Dec 31, 2023. Filed Feb 22, 2024.

View on SEC.gov

About this filing

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.

FY2023 · Filed Feb 22, 2024

PRTA$8.78+10.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

EXHIBIT INDEX

Previously Filed
ExhibitNo.DescriptionFormFile No.Filing DateExhibitFiled Herewith
2.1Demerger Agreement, dated as of November 8, 2012, between Elan Corporation, plc and Prothena Corporation plc10/A001-3567611/30/20122.1
2.2(a)Amended and Restated Intellectual Property License and Contribution Agreement, dated as of December 20, 2012, by and among Neotope Biosciences Limited, Elan Pharma International Limited, and Elan Pharmaceuticals, Inc.8-K001-3567612/21/20122.1
2.2(b)Amendment Number One to the Amended and Restated Intellectual Property License and Contribution Agreement, effective as of December 20, 2012, among Neotope Biosciences Limited, Elan Pharma International Limited, Elan Pharmaceuticals, LLC, Elan Corporation, plc, and Crimagua LimitedS-1/A333-1912189/30/20132.2(b)
2.3Intellectual Property License and Conveyance Agreement, dated as of December 20, 2012, among Neotope Biosciences Limited, Elan Pharma International Limited and Elan Pharmaceuticals, Inc.8-K001-3567612/21/20122.2
3.1Amended and Restated Memorandum and Articles of Association (Constitution) of Prothena Corporation plc8-K001-356765/25/20163.1
4.1Amended and Restated Memorandum and Articles of Association (Constitution) of Prothena Corporation plc8-K001-356765/25/20163.1
4.2Description of Registrant’s SecuritiesX
10.1(a)Tax Matters Agreement, dated as of December 20, 2012, between Elan Corporation, plc and Prothena Corporation plc8-K001-3567612/21/201210.1
10.1(b)Amendment No. 1 to Tax Matters Agreement, dated as of June 25, 2013, between Elan Corporation, plc and Prothena Corporation plc10-Q001-356768/13/201310.2
10.2License Agreement, dated as of December 31, 2008, between the University of Tennessee Research Foundation and Elan Pharmaceuticals, Inc.10/A001-3567611/30/201210.14
10.3(a)†License Agreement, dated as of November 4, 2013, between The Regents of the University of California and Neotope Biosciences Limited10-Q/A001-356768/17/201810.1(a)
10.3(b)†License Agreement Amendment Number One, dated as of January 15, 2014, to License Agreement dated as of November 4, 2013, between The Regents of the University of California and Neotope Biosciences Limited10-Q/A001-356768/17/201810.1(b)
10.4†License, Development, and Commercialization Agreement, dated as of December 11, 2013, among Neotope Biosciences Limited and Prothena Biosciences Inc, F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc.10-K/A001-356766/6/201410.4
10.5+Amendment to License, Development, and Commercialization Agreement, entered into on October 1, 2019, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc.10-K001-356763/3/202010.6
Previously Filed
ExhibitNo. · Description · Form · File No. · Filing Date · Exhibit · Filed Herewith
10.6+Amendment No. 2 to License, Development, and Commercialization Agreement, entered into on August 26, 2021, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc.10-Q001-3567611/4/202110.3
10.7(a)Understanding Related to License, Development, and Commercialization Agreement, dated as of March 1, 2020, among Prothena Biosciences Limited, Prothena Biosciences Inc, F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc.10-Q001-356765/6/202010.4(a)
10.7(b)+License Agreement, dated as of March 1, 2020, between Prothena Biosciences Limited and F. Hoffmann-La Roche Ltd.10-Q001-356765/6/202010.4(b)
10.8†Master Collaboration Agreement, dated as of March 20, 2018, between Prothena Biosciences Limited and Celgene Switzerland LLC10-Q/A001-356768/17/201810.3
10.9+Share Subscription Agreement, dated as of March 20, 2018, between Celgene Switzerland LLC and Prothena Corporation plc10-Q001-356765/9/201810.4
10.10+U.S. License Agreement, dated as of July 30, 2021, as amended on August 12, 2021 and September 8, 2021, by and between Prothena Biosciences Limited and Celgene Switzerland LLC10-Q001-3567611/4/202110.5
10.11+Global License Agreement, dated as of July 5, 2023, by and between Prothena Biosciences Limited and Celgene Switzerland LLC10-Q001-3567611/2/202310.2
10.12+Share Purchase Agreement, dated as of July 8, 2021, by and among Novo Nordisk A/S, Novo Nordisk Region Europe A/S, Prothena Corporation plc, and Prothena Biosciences Limited10-Q001-3567611/4/202110.4
10.13(a)Sublease, dated as of March 22, 2016, between Prothena Biosciences Inc and Amgen Inc.10-Q001-356765/4/201610.2(a)
10.13(b)Consent to Sublease Agreement, dated as of March 28, 2016, among Prothena Biosciences Inc, Amgen Inc. and HCP BTC, LLC10-Q001-356765/4/201610.2(b)
10.14(a)Sub-Sublease, dated as of July 18, 2018, between Prothena Biosciences Inc and Assembly Biosciences, Inc.10-Q001-3567611/6/201810.2(a)
10.14(b)Consent to Sub-Sublease, dated as of September 19, 2018, among Prothena Biosciences Inc, Assembly Biosciences, Inc., Amgen Inc. and HCP BTC, LLC10-Q001-3567611/6/201810.2(b)
10.15(a)Sublease, dated as of October 28, 2022, by and between Arcus Biosciences, Inc. and Prothena Biosciences Inc.10-K001-356762/28/202310.15(a)
10.15(b)Consent to Sublease Agreement, dated as of October 28, 2022, by and among HCP LS Brisbane, LLC, Arcus Biosciences, Inc., and Prothena Biosciences Inc.10-K001-356762/28/202310.15(b)
10.16#Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan8-K001-356765/23/201710.1
10.17#Prothena Corporation plc 2018 Long Term Incentive Plan8-K001-356765/18/201810.1
Previously Filed
ExhibitNo.DescriptionFormFile No.Filing DateExhibitFiled Herewith
10.18#First Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan8-K001-356765/22/202010.1
10.19#Second Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan8-K001-356765/21/202110.1
10.20#Third Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan8-K001-356765/20/202210.1
10.21#Fourth Amendment to the Prothena Corporation plc 2018 Long Term Incentive Plan8-K001-356765/19/202310.1
10.22#Prothena Corporation plc 2020 Employment Inducement Incentive Plan10-Q001-356765/6/202010.2
10.23#First through Fourteenth Amendments to the Prothena Corporation plc 2020 Employment Inducement Incentive PlanX
10.24#Prothena Corporation plc Amended and Restated Incentive Compensation Plan10-Q001-356765/9/201710.1
10.25#Prothena Biosciences Inc Amended and Restated Severance Plan8-K001-3567612/15/201510.1
10.26#Form of Deed of Indemnification between Prothena Corporation plc and its Directors and Officers8-K001-3567612/11/201410.1
10.27#Form of Option Award Agreement between Prothena Corporation plc and its Non-Employee Directors under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning January 29, 2013)S-8333-1965726/6/201499.2
10.28#Form of Option Award Agreement between Prothena Corporation plc and its Non-Employee Directors under the Prothena Corporation plc 2018 Long Term Incentive Plan (used beginning May 16, 2018)10-Q001-356768/7/201810.2
10.29#Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning January 29, 2013 until February 4, 2014)S-8333-1965726/6/201499.3
10.30#Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2012 Long Term Incentive Plan (used beginning February 4, 2014)10-K001-356763/13/201510.11
10.31#Form of Option Award Agreement between Prothena Corporation plc and its Named Executive Officers under the Prothena Corporation plc 2018 Long Term Incentive Plan (used beginning June 21, 2018)10-Q001-356768/7/201810.3
10.32 #Form of Option Award Agreement under the Prothena Corporation plc 2020 Employment Inducement Incentive Plan (used beginning March 2, 2020)10-Q001-356768/6/202010.3
10.33#Offer letter, dated March 20, 2013, between Prothena Biosciences Inc and Tran B. Nguyen8-K001-356763/28/201310.1
Previously Filed
ExhibitNo.DescriptionFormFile No.Filing DateExhibitFiled Herewith
10.34#Employment Agreement, dated September 30, 2016, between Prothena Biosciences Inc and Gene G. Kinney8-K001-3567611/4/201610.1
10.35#Offer letter, dated April 19, 2013, between Prothena Biosciences Inc and Karin L. Walker8-K001-356765/22/201310.1
10.36#Offer letter, dated December 5, 2016, between Prothena Biosciences Inc and Carol D. Karp10-K001-356762/27/201710.28
10.37#Promotion letter, dated June 9, 2017, between Prothena Biosciences Inc and Wagner M. Zago10-Q001-356768/9/201710.3
10.38#Offer letter, dated June 4, 2019, between Prothena Biosciences Inc and Michael J. Malecek10-Q001-356768/6/201910.1
10.39#Offer Letter, dated February 18, 2020, between Prothena Biosciences Inc and Brandon S. Smith10-Q001-356765/6/202010.1
10.40#Offer Letter, dated March 18, 2021, between Prothena Biosciences Inc and Hideki Garren10-Q001-356765/11/202110.1
10.41#Consulting Agreement, dated October 1, 2023, between Prothena Biosciences Inc and Dennis J. Selkoe10-Q001-3567611/2/202310.1
21.1List of SubsidiariesX
23.1Consent of KPMG LLP, independent registered public accounting firmX
24.1Power of Attorney (see signature page hereto)X
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97#Policy on Recoupment of Incentive CompensationX
101.INSThe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
Previously Filed
ExhibitNo.DescriptionFormFile No.Filing DateExhibitFiled Herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as InlineXBRL and contained in Exhibit 101)X

*Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

#Indicates management contract or compensatory plan or arrangement.

†Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission.

+Certain information in this exhibit (indicated by asterisks) has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such information is both not material and the type of information that the registrant customarily and actually treats as private and confidential.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.