GRAIL Inc
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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FY2024 · Filed Mar 5, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
(1) Financial Statements:
Consolidated Financial Statements of GRAIL, Inc. are included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules:
Financial statement schedules are omitted as the required information is either inapplicable or the information is presented in our Consolidated Financial Statements or notes thereto.
(3) Exhibits
The exhibits listed in the Exhibit Index in (b) below are filed or incorporated by reference as part of this Annual Report.
a. Exhibit Index
The following documents are filed as exhibits hereto:
| Exhibit Number · Exhibit Description · Incorporated by Reference · Filed / Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 2.1 | Separation and Distribution Agreement, dated June 21, 2024, by and among Illumina, Inc. and GRAIL, Inc. | 8-K | 001-42045 | 2.1 | 6/24/24 | |
| 3.1 | Certificate of Incorporation of GRAIL, Inc., dated June 21, 2024 | 8-K | 001-42045 | 4.1 | 6/24/24 | |
| 3.2 | Amended and Restated Bylaws of GRAIL, Inc., Dated June 21, 2024 | 8-K | 001-42045 | 4.2 | 6/24/24 | |
| 3.3 | Certificate of Conversion | 8-K | 001-42045 | 3.3 | 6/24/24 | |
| 4.1 | Description of Securities | * | ||||
| 10.1 | Tax Matters Agreement between GRAIL, LLC and Illumina, Inc. | 8-K | 001-42045 | 10.1 | 6/24/24 | |
| 10.2 | Employee Matters Agreement between GRAIL, LLC and Illumina, Inc. | 8-K | 001-42045 | 10.2 | 6/24/24 | |
| 10.3 | Stockholder and Registration Rights Agreement between GRAIL, LLC and Illumina, Inc. | 8-K | 001-42045 | 10.3 | 6/24/24 | |
| 10.4 | Agreement and Plan of Merger, dated as of September 20, 2020, among Illumina, Inc., SDG Ops, Inc., SDG Ops, LLC and GRAIL, Inc. | 10-12B | 001-42045 | 10.4 | 5/6/24 | |
| 10.5 | Amendment to the Agreement and Plan of Merger, dated as of September 20, 2020, among Illumina, Inc., SDG Ops, Inc., SDG Ops, LLC and GRAIL, Inc., dated as of February 4, 2021 | 10-12B | 001-42045 | 10.5 | 5/6/24 | |
| 10.6† | Amended and Restated Supply and Commercialization Agreement, dated as of February 28, 2017, by and between Illumina, Inc. and GRAIL, Inc., as amended on September 27, 2017, August 18, 2021 and on May 18, 2023 | 10-12B | 001-42045 | 10.6 | 5/6/24 | |
| 10.7† | Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement by and between Illumina, Inc. and GRAIL, LLC | 8-K | 001-42045 | 10.4 | 6/24/24 | |
| 10.8# | GRAIL, Inc. 2024 Incentive Award Plan | 8-K | 001-42045 | 10.1 | 7/2/24 | |
| 10.9# | Form Restricted Stock Unit Agreement | 10-12B/A | 001-42045 | 10.9 | 5/29/24 | |
| 10.10# | Form of Stock Option Agreement | 10-12B/A | 001-42045 | 10.1 | 5/29/24 | |
| 10.11# | Form of Indemnification Agreement between GRAIL, LLC and each of its directors and executive officers | 10-12B/A | 001-42045 | 10.11 | 5/29/24 | |
| 10.12# | GRAIL, Inc. 2024 Employee Stock Purchase Plan | 8-K | 001-42045 | 10.2 | 7/2/24 | |
| 10.13# | Form of Cash-Based Equity Appreciation Award Agreement | 10-12B/A | 001-42045 | 10.13 | 5/29/24 | |
| 10.14# | Employment Offer Letter, between GRAIL, LLC and Robert Ragusa, dated October 14, 2021 | 10-12B/A | 001-42045 | 10.14 | 5/29/24 | |
| 10.15# | Letter Agreement, between GRAIL, Inc. and Aaron Freidin, dated July 5, 2018 | 10-12B/A | 001-42045 | 10.15 | 5/29/24 | |
| 10.16# | Employment Offer Letter, between GRAIL, Inc. and Josh Ofman, dated May 13, 2019 | 10-12B/A | 001-42045 | 10.16 | 5/29/24 | |
| 10.17† | License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No. TC1510005), dated as of April 7, 2016, as amended May 29, 2017 | 10-12B/A | 001-42045 | 10.17 | 5/29/24 | |
| 10.18† | License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No. TC1510006), dated as of April 7, 2016, as amended May 29, 2017 | 10-12B/A | 001-42045 | 10.18 | 5/29/24 | |
| 10.19† | License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No. TC1711655), dated as of May 29, 2017 | 10-12B/A | 001-42045 | 10.19 | 5/29/24 | |
| 10.20† | License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No. TC1711656), dated as of May 29, 2017 | 10-12B/A | 001-42045 | 10.2 | 5/29/24 | |
| 10.21† | License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No. TC1711657), dated as of May 29, 2017 | 10-12B/A | 001-42045 | 10.21 | 5/29/24 | |
| 10.22 | Lease by and between MENLO PREHC I, LLC, MENLO PREPI I, LLC, TPI Investors 9, LLC and GRAIL, Inc., dated as of May 5, 2016 | 10-12B/A | 001-42045 | 10.22 | 5/29/24 | |
| 10.23 | First Amendment to Lease among MENLO PREHC I, LLC, MENLO PREPI I, LLC, TPI Investors 9, LLC and GRAIL, Inc., dated as of June 8, 2017 | 10-12B/A | 001-42045 | 10.23 | 5/29/24 | |
| 10.24 | Lease Agreement by and between PP Office Owner 1, L.P. and GRAIL, Inc., dated as of June 4, 2020 | 10-12B/A | 001-42045 | 10.24 | 5/29/24 | |
| 10.25# | GRAIL, Inc. Non-Employee Director Compensation Program | 8-K | 001-42045 | 10.3 | 7/2/24 | |
| 19.1 | Insider Trading Policy | * | ||||
| 21.1 | List of subsidiaries of GRAIL, Inc. | 10-12B/A | 001-42045 | 21.1 | 5/6/24 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| 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. | * | ||||
| 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. | * | ||||
| 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. | ** | ||||
| 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. | ** |
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | * |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * |
| * | Filed herewith. | |
| ** | Furnished herewith. | |
| # | Indicates a management or compensatory plan. | |
| † | Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential. |
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