Zentalis Pharmaceuticals Inc
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
ZNTL$1.80+3.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements.
The following documents are included on pages F-1 through F-30 attached hereto and are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-1 |
|---|---|
| Consolidated Financial Statements | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Comprehensive Loss | F-5 |
| Consolidated Statements of Stockholders' Equity | F-6 |
| Consolidated Statements of Cash Flows | F-9 |
| Notes to Consolidated Financial Statements | F-11 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| ExhibitNumber · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith | ||||||
| 2.1 | Plan of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) | 10-Q | 001-39263 | 2.1 | 05/15/2020 | |
| 2.2 | Certificate of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) | 10-Q | 001-39263 | 2.2 | 05/15/2020 | |
| 3.1 | Certificate of Incorporation of Zentalis Pharmaceuticals, Inc. | S-8 | 333-237593 | 4.1 | 04/07/2020 | |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Zentalis Pharmaceuticals, Inc., dated June 16, 2023. | 8-K | 001-39263 | 3.1 | 06/16/2023 | |
| 3.3 | Amended and Restated Bylaws of Zentalis Pharmaceuticals, Inc. | 8-K | 001-39263 | 3.1 | 02/15/2024 | |
| 3.4 | Second Amended and Restated Limited Liability Company Agreement of Zentalis Pharmaceuticals, LLC | S-1 | 333-236959 | 3.3 | 03/06/2020 | |
| 4.1 | Amended and Restated Investors’ Rights Agreement, dated as of September 6, 2019, by and among Zeno Pharma, LLC and the investors party thereto | S-1 | 333-236959 | 4.1 | 03/06/2020 | |
| 4.2 | Specimen of Common Stock Certificate evidencing the shares of common stock | S-1 | 333-236959 | 4.2 | 03/06/2020 | |
| 4.3 | Description of Capital Stock | 10-K | 001-39263 | 4.3 | 03/25/2021 | |
| 10.1# | Zentalis Pharmaceuticals, LLC 2017 Profits Interest Plan, as amended, and form of profit interest award agreement thereunder | S-1 | 333-236959 | 10.1 | 03/06/2020 | |
| 10.2.1# | 2020 Incentive Award Plan and form of option agreement and restricted stock unit agreement thereunder | S-1/A | 333-236959 | 10.2 | 03/30/2020 | |
| 10.2.2# | Amendment No. 1 to the Zentalis Pharmaceuticals, Inc. 2020 Incentive Award Plan | 10-Q | 001-39263 | 10.3 | 05/17/2021 | |
| 10.3# | Non-Employee Director Compensation Program | * | ||||
| ExhibitNumber · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith | ||||||
| 10.4# | 2020 Employee Stock Purchase Plan, as amended and restated. | S-8 | 333-254506 | 99.1 | 03/19/2021 | |
| 10.5# | Form of Conversion Restricted Stock Award Agreement for former Class B Common Unit Holders | S-1/A | 333-236959 | 10.5 | 03/30/2020 | |
| 10.6.1# | Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan, as amended | * | ||||
| 10.6.2# | Form of Option Agreement pursuant to the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan | 8-K | 001-39263 | 10.2 | 07/22/2022 | |
| 10.6.3# | Form of RSU Agreement pursuant to the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan | 8-K | 001-39263 | 10.3 | 07/22/2022 | |
| 10.7# | Form of Indemnification Agreement for Directors and Officers | 10-Q | 001-39263 | 10.1 | 05/10/2023 | |
| 10.8.1 | Lease, effective September 30, 2020, between Zentalis Pharmaceuticals, Inc. and TPSC IX, LLC | 8-K | 001-39263 | 10.1 | 10/02/2020 | |
| 10.8.2 | Partial Lease Termination Agreement and First Amendment to Lease, effective September 16, 2021, by and between Zentalis Pharmaceuticals, Inc. and TPSC IX, LLC | 10-Q | 001-39263 | 10.1 | 11/10/2021 | |
| 10.9.1 | Lease, effective March 24, 2021, between Zentalis Pharmaceuticals, Inc. and ESRT 1359 BROADWAY, L.L.C. | 10-K | 1.39263 | 10.12 | 3/25/2021 | |
| 10.9.2† | Amendment to Lease, dated December 11, 2023, between Zentalis Pharmaceuticals, Inc. and ESRT 1359 BROADWAY, L.L.C. | * | ||||
| 10.10† | Sublease, effective March 6, 2023, between Zentalis Pharmaceuticals, Inc. and L.M. Cohen & Co. LLP Certified Public Accountants, as amended on April 10, 2023 | 10-Q | 001-39263 | 10.2 | 05/10/2023 | |
| 10.11# | Amended and Restated Employment Agreement, effective as of February 28, 2023, between Zeno Management, Inc. and Melissa Epperly | 10-K | 001-39263 | 10.11 | 03/01/2023 | |
| 10.12# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Kimberly Blackwell, M.D. | 10-K | 001-39263 | 10.12 | 03/01/2023 | |
| 10.13# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Cam S. Gallagher | 10-K | 001-39263 | 10.13 | 03/01/2023 | |
| 10.14# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Carrie Brownstein, M.D. | 10-K | 001-39263 | 10.14 | 03/01/2023 | |
| 10.15#† | Release Agreement, dated January 19, 2024, among Zentalis Pharmaceuticals, Inc., Zeno Management, Inc., and Carrie Brownstein, M.D. | * | ||||
| 10.16#† | Consulting Agreement, dated January 19, 2024, between Zentalis Pharmaceuticals, Inc. and Carrie Brownstein, M.D. | * | ||||
| 10.17# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Kevin Bunker, Ph.D. | 10-K | 001-39263 | 10.15 | 03/01/2023 | |
| ExhibitNumber · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith | ||||||
| 10.18#† · Transition and Release Agreement, dated November 1, 2023, among Zentalis Pharmaceuticals, Inc., Zeno Management, Inc., and Kevin Bunker, Ph.D. · * | ||||||
| 10.19# · General Release Agreement, dated January 2, 2024, among Zentalis Pharmaceuticals, Inc., Zeno Management, Inc. and Kevin Bunker, Ph.D. · * | ||||||
| 10.20#† · Consulting Agreement, dated November 1, 2023, between Zentalis Pharmaceuticals, Inc. and Kevin Bunker, Ph.D. · * | ||||||
| 10.21# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Andrea Paul | 10-K | 001-39263 | 10.16 | 03/01/2023 | |
| 10.22# | Employment Agreement, dated February 8, 2023, between Zeno Management, Inc. and Iris Roth, Ph.D. | 8-K | 001-39263 | 10.1 | 02/13/2023 | |
| 10.23# | Amended and Restated Employment Agreement, effective December 31, 2023, between Zeno Management, Inc. and Mark Lackner, Ph.D. | * | ||||
| 10.24# | Employment Agreement, dated January 19, 2024, between Zeno Management, Inc. and Diana Hausman, M.D. | * | ||||
| 10.25† | Third Amended and Restated License Agreement, dated June 5, 2023, by and between Zeno Management, Inc. and Recurium IP Holdings, LLC | 10-Q | 001-39263 | 10.1 | 08/09/2023 | |
| 21.1 | List of Subsidiaries of Zentalis Pharmaceuticals, Inc. | * | ||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 97# | Zentalis Pharmaceuticals, Inc. Policy for 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 | * | ||||
| ExhibitNumber | Description | Incorporated by Reference | ||||
| Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith | ||
| 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.
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