OmniAb, Inc.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
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FY2024 · Filed Mar 18, 2025
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Item 16. Form 10-K Summary
None
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description of Exhibit · Form · File Number · Date of Filing · Exhibit Number · Filed Herewith | |||||
| 2.1+ | Agreement and Plan of Merger, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Orwell Merger Sub Inc., Ligand Pharmaceuticals Incorporated and OmniAb, Inc. | S-4 | 333-264525 | September 27, 2022 | 2.1 |
| 2.2+ | Separation and Distribution Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. | S-4 | 333-264525 | September 27, 2022 | 2.2 |
| 3.1 | Certificate of Incorporation of the Registrant | 10-K | 001-40720 | March 30, 2023 | 3.1 |
| 3.2 | Bylaws of the Registrant | 8-K | 001-40720 | November 7, 2022 | 3.2 |
| 4.1 | Warrant Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Continental Stock Transfer & Trust Company, as warrant agent | 8-K | 001-40720 | August 12, 2021 | 4.1 |
| 4.2 | Assignment, Assumption and Amendment Agreement, dated November 1, 2022, by and among OmniAb, Inc., Continental Stock Transfer & Trust Company and Computershare Trust Company, N.A. | 8-K | 001-40720 | November 7, 2022 | 4.2 |
| 4.3 | Specimen Warrant Certificate | S-1/A | 333-257177 | July 28, 2021 | 4.3 |
| 4.4 | Specimen Common Stock Certificate of OmniAb, Inc. | S-4 | 333-264525 | September 27, 2022 | 4.5 |
| 4.5 | Description of Registered Securities | 10-K | 001-40720 | March 30, 2023 | 4.5 |
| 10.1 | Private Placement Warrants Purchase Agreement, dated August 9, 2021, between Avista Public Acquisition Corp. II and Avista Acquisition LP II | 8-K | 001-40720 | August 12, 2021 | 10.3 |
| 10.2# | Form of Letter Agreements, dated August 9, 2021, by and among Avista Public Acquisition Corp. II, each of Avista Public Acquisition Corp. II’s officers and directors and Avista Acquisition LP II | 8-K | 001-40720 | August 12, 2021 | 10.5 |
| 10.3# | Form of Indemnity Agreements, dated August 9, 2021, between Avista Public Acquisition Corp. II, each of its officers and directors and Avista Acquisition LP II | 8-K | 001-40720 | August 12, 2021 | 10.6 |
| 10.4 | Securities Subscription Agreement, dated February 12, 2021, between Avista Public Acquisition Corp. II and the Sponsor | S-1/A | 333-257177 | July 28, 2021 | 10.7 |
| 10.5 | Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II, Avista Acquisition LP II and the other parties signatory thereto | S-4 | 333-264525 | September 27, 2022 | 10.11 |
| 10.6† | Amended and Restated Registration and Stockholder Rights Agreement, dated November 1, 2022 by and among OmniAb, Inc., Avista Acquisition LP II and the other parties named therein | 8-K | 001-40720 | November 7, 2022 | 10.7 |
| 10.7 | Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc. | S-4 | 333-264525 | September 27, 2022 | 10.12 |
| 10.8+ | Amended and Restated Employee Matters Agreement, dated August 18, 2022, by and among Avista Public Acquisition Corp. II, Orwell Merger Sub Inc., Ligand Pharmaceuticals Incorporated and OmniAb, Inc. | S-4 | 333-264525 | September 27, 2022 | 10.13 |
| 10.9†+ | Tax Matters Agreement, dated November 1, 2022, by and among OmniAb, Inc., Ligand Pharmaceuticals Incorporated and OmniAb Operations, Inc. | 8-K | 001-40720 | November 7, 2022 | 10.10 |
| 10.10# | OmniAb, Inc. 2022 Incentive Award Plan | 8-K | 001-40720 | October 24, 2022 | 10.1 |
| 10.11# | Form of Stock Option Agreement under the OmniAb, Inc. 2022 Incentive Award Plan | 8-K | 001-40720 | November 7, 2022 | 10.14 |
| 10.12# | Form of Restricted Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan | 8-K | 001-40720 | November 7, 2022 | 10.15 |
| 10.13# | Form of Performance Stock Unit Agreement under the OmniAb, Inc. 2022 Incentive Award Plan | 8-K | 001-40720 | November 7, 2022 | 10.16 |
| 10.14# | OmniAb, Inc. 2022 Employee Stock Purchase Plan | 8-K | 001-40720 | October 24, 2022 | 10.2 |
| 10.15# | OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan | 8-K | 001-40720 | November 7, 2022 | 10.18 |
| 10.16# | OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan | 8-K | 001-40720 | November 7, 2022 | 10.19 |
| 10.17# | OmniAb, Inc. Director Compensation and Stock Ownership Policy (as amended and restated effective June 1, 2023) | 10-Q | 001-40720 | August 10, 2023 | 10.1 |
| 10.18# | OmniAb, Inc. Severance Plan | 8-K | 001-40720 | November 7, 2022 | 10.21 |
| 10.19# | Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Matthew W. Foehr | 10-K | 001-40720 | March 30, 2023 | 10.21 |
| 10.20# | Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Kurt A. Gustafson | 10-K | 001-40720 | March 30, 2023 | 10.22 |
| 10.21# | Change in Control Severance Agreement, effective November 1, 2022, between OmniAb, Inc. and Charles S. Berkman | 10-K | 001-40720 | March 30, 2023 | 10.23 | |
| 10.22# | Form of OmniAb, Inc. Indemnification Agreement for Directors and Officers | S-4 | 333-264525 | September 27, 2022 | 10.25 | |
| 10.23+ | Office/Laboratory Lease between Emery Station Office II, LLC and Ligand Pharmaceuticals Incorporated, dated June 8, 2021 | S-4 | 333-264525 | September 27, 2022 | 10.26 | |
| 10.24† | Assignment of Lease, Consent to Assignment of Lease and First Amendment to Lease, dated for reference purposes only as of October 26, 2022, by Emery Station Office II, LLC, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. | 10-K | 001-40720 | March 30, 2023 | 10.26 | |
| 10.25 | Open Market Sale Agreement℠, dated December 8, 2023, between the Company and Jefferies LLC | S-3 | 333-275966 | December 8, 2023 | 1.2 | |
| 19 | Insider Trading Compliance Policy and Procedures, as amended and restated effective March 28, 2023 | X | ||||
| 21.1 | List of Subsidiaries of OmniAb, Inc. | 8-K/A | 001-40720 | November 7, 2022 | 21.1 | |
| 23.1 | Consent of Ernst & Young LLP | X | ||||
| 31.1 | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Policy for Recovery of Erroneously Awarded Compensation | 10-K | 001-40720 | March 25, 2024 | 97 | |
| 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 | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy 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 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X | ||||
- Certain schedules and annexes have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the SEC upon request.
#Indicates management contract or compensatory plan.
†Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions are (i) not material and (ii) treated by the Registrant as private or confidential.
*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.
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