MADRIGAL PHARMACEUTICALS INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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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.
FY2023 · Filed Feb 28, 2024
MDGL$432.60-0.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15C. See Item 15(a)(2) above
| Exhibit Number · Exhibit Description · Filed Herewith · Incorporated by Reference herein from Form or Schedule · Filing Date · SEC File / Registration Number | ||||
|---|---|---|---|---|
| 3.1 | Restated Certificate of Incorporation of the Registrant. | Form 10-K (Exhibit 3.1) | 3/31/2017 | 001-33277 |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of Madrigal Pharmaceuticals, Inc., as filed on June 16, 2023 with the Secretary of State of the State of Delaware | Form 8-K (Exhibit 3.1) | 6/20/2023 | 001-33277 |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. | Form 8-K (Exhibit 3.1) | 6/21/2017 | 001-33277 |
| 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock | Form 8-K (Exhibit 3.1) | 12/23/2022 | 001-33277 |
| 3.5 | Bylaws of the Registrant, as amended April 13, 2016. | DEFA14A; Form 8-K (Exhibit 3.1) | 4/14/2016 | 001-33277 |
| 4.1 | Form of Warrant Agreement, dated May 9, 2022, between the Registrant and Hercules Capital, Inc. and affiliates. | Form 10-Q (Exhibit 4.1) | 08/04/2022 | 001-33277 |
| 4.2† | Form of Tranche 2 Warrant Agreement, dated February 3, 2023, by and among the Registrant and Hercules Capital, Inc. and affiliates. | Form 8-K (Exhibit 4.1) | 2/9/2023 | 001-33277 |
| 4.3 | Form of Pre-Funded Warrant of the Registrant | Form 8-K (Exhibit 4.1) | 10/2/2023 | 001-33277 |
| 4.4 | Description of Securities of the Registrant | Form 10-K (Exhibit 4.3) | 2/23/2023 | 001-33277 |
| Equity Agreements | ||||
| 10.1 | Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors party thereto, including the Registration Rights Agreement attached as Exhibit B thereto. | Form 8-K (Exhibit 10.1) | 6/21/2017 | 001-33277 |
| 10.2 | Amendment No. 2, dated December 22, 2022, to Securities Purchase Agreement, dated June 20, 2017, by and among the Registrant and the investors listed on the signature pages thereto. | Form 8-K (Exhibit 10.2) | 12/23/2022 | 001-33277 |
| 10.3 | Sales Agreement, dated June 1, 2021, by and between Madrigal Pharmaceuticals, Inc. and Cowen and Company, LLC (concerning at-the-market offerings of Madrigal common stock). | Form 8-K (Exhibit 1.1) | 6/1/2021 | 001-33277 |
| 10.4 | Securities Purchase Agreement, dated December 21, 2022, by and among the Registrant and the institutional investors listed on the signature pages thereto. | Form 8-K (Exhibit 10.1) | 12/23/2022 | 001-33277 |
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File / Registration Number |
|---|---|---|---|---|---|
| 10.5 | Amendment No. 1 to Sales Agreement, dated May 9, 2023, by and between Madrigal Pharmaceuticals, Inc. and Cowen and Company, LLC. | Form 8-K (Exhibit 1.1) | 5/9/2023 | 001-33277 | |
| 10.6 | Registration Rights Agreement, dated August 7, 2023, by and among Madrigal Pharmaceuticals, Inc., 667, L.P. and Baker Brothers Life Sciences, L.P. | Form 10-Q (Exhibit 10.2) | 8/8/2023 | 001-33277 | |
| Debt Agreements | |||||
| 10.7† | Loan and Security Agreement, dated May 9, 2022, as amended by the First Amendment to Loan and Security Agreement, dated February 3, 2023, by and among the Registrant, Canticle Pharmaceuticals, Inc., the several banks and other financial institutions or entities from time to time party thereto and Hercules Capital, Inc. | Form 8-K (Exhibit 10.1) | 2/09/2023 | 001-33277 | |
| Agreements with Respect to Collaborations, Licenses, Research and Development | |||||
| 10.8 | Research, Development and Commercialization Agreement, dated December 18, 2008, by and between Hoffmann-La Roche, Inc., F. Hoffmann-La Roche Ltd and the Registrant.† | Form 10-Q (Exhibit 10.5) | 11/14/2016 | 001-33277 | |
| Equity Compensation Plans | |||||
| 10.9* | Amended 2015 Stock Plan | Definitive Proxy Statement (Annex A) | 4/30/2021 | 001-33277 | |
| 10.10* | Form of Incentive Stock Option Agreement under Amended 2015 Stock Plan. | Form 10-K (Exhibit 10.10) | 3/31/2017 | 001-33277 | |
| 10.11* | Form of Nonqualified Stock Option Agreement under Amended 2015 Stock Plan. | Form 10-K (Exhibit 10.11) | 3/31/2017 | 001-33277 | |
| 10.12* | Form of Nonqualified Stock Option Agreement for Directors under Amended 2015 Stock Plan (pre-2023). | Form 10-K (Exhibit 10.13) | 3/31/2017 | 001-33277 | |
| 10.13* | Non-Employee Director Equity Compensation Policy | Form 10-Q (Exhibit 10.1) | 5/6/2021 | 001-33277 | |
| 10.14* | Form of RSU Agreement for Directors under Amended 2015 Stock Plan | Form 10-Q (Exhibit 10.3) | 8/8/2023 | 001-33277 | |
| 10.15* | Form of RSU Agreement for Executive Officers (2023) under Amended 2015 Stock Plan | Form 10-Q (Exhibit 10.4) | 8/8/2023 | 001-33277 | |
| 10.16* | Form of RSU Agreement for Employees under Amended 2015 Stock Plan | Form 10-Q (Exhibit 10.5) | 8/8/2023 | 001-33277 | |
| 10.17*† | 2023 Inducement Plan | Form S-8 | 9/11/2023 | 333-27445 | |
| 10.18*† | Form of Stock Option Agreement under 2023 Inducement Plan | Form S-8 | 9/11/2023 | 333-27445 | |
| 10.19*† | Form of Restricted Stock Unit Agreement under 2023 Inducement Plan | Form S-8 | 9/11/2023 | 333-27445 | |
| Agreements with Executive Officers and Directors | |||||
| 10.20* | Form of Indemnification Agreement between the Registrant and certain directors and executive officers. | X | |||
| 10.21* | Letter Agreement, dated April 13, 2016, by and between the Company and Rebecca Taub, M.D. | Form 8-K (Exhibit 10.4) | 7/22/2016 | 001-33277 | |
| 10.22*† | Letter Agreement (including agreements attached as exhibits thereto), dated September 7, 2023, by and between Madrigal Pharmaceuticals, Inc. and William J. Sibold | Form 8-K (Exhibit 10.1) | 9/13/2023 | 001-33277 | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | X | |||
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File / Registration Number |
| 31.1 | Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of 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 Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1** | Certifications 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 2002. | X | |||
| 97.1 | Incentive Compensation Recovery Policy | X | |||
| 101.INS | Inline XBRL Instance Document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | |||
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. | X | |||
*Indicates a management contract, compensatory plan or arrangement.
**The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language contained in any filing.
†Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.