stro-10ka_20191231.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission File Number 001-38662

SUTRO BIOPHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

47-0926186

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

310 Utah Avenue, Suite 150

 

 

South San Francisco, California

 

94080

(Address of principal executive offices)

 

(Zip Code)

(650) 392-8412

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common stock, $0.001 par value

 

STRO

 

Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes       No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes       No  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

 

 

Smaller reporting company

 

    

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 28, 2019 (the last business day of the Registrant’s second fiscal quarter), based upon the closing price of $11.38 of the Registrant’s common stock as reported on The Nasdaq Global Market, was approximately $235.6 million.

The number of shares of the registrant’s common stock outstanding as of March 9, 2020, was 23,098,969.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement filed for its 2020 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement was filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

 

 

 

  


 

EXPLANATORY NOTE

We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020 (the “10-K”). This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934.

No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 16, 2020) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC.

 

 

  


 

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(1)Financial Statements:

The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.”

(2)Financial Statement Schedules

The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K.

(3)Exhibits.

 

 

 

 

 

Incorporated by Reference

Exhibit

Number

 

Exhibit Description 

 

Form

 

Number

 

Date

 

Filed

Herewith

3.1

 

Amended and Restated Certificate of Incorporation of Sutro Biopharma, Inc.

 

10-K

 

001-38662

 

4/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Amended and Restated Bylaws of Sutro Biopharma, Inc.

 

10-K

 

001-38662

 

4/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Third Amended and Restated Investors’ Rights Agreement, dated May 24, 2018, by and among the Registrant and certain of its stockholders.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Omnibus Amendment Agreement, dated July 26, 2018, by and among the Registrant and certain of its stockholders.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Form of Warrant to Purchase Shares of Common Stock.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

 

Forms of Warrant to Purchase Series C Redeemable Convertible Preferred Stock.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

4.5

 

 

 

Description of Registrant’s Securities

 

 

10-K

 

 

001-38662

 

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1

 

Form of Indemnity Agreement by and between the Registrant and its directors and officers

 

S-1/A

 

333-227103

 

9/17/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2‡

 

2018 Equity Incentive Plan and form of award agreements thereunder

 

S-1/A

 

333-227103

 

9/17/2018

 

 

  


 

 

10.3‡

 

 

Amended Form of Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan.

 

10-Q

 

001-38662

 

11/8/2019

 

 

 

10.4‡

 

 

 

Amended Form of Performance Stock Unit Agreement under the 2018 Equity Incentive Plan.

 

10-Q

 

001-38662

 

11/8/2019

 

 

 

10.5

 

 

Sales Agreement, dated October 4, 2019, by and between the Registrant and Cowen and Company, LLC

 

S-3

 

333-234101

 

10/4/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6‡

 

2018 Employee Stock Purchase Plan and form of award agreements thereunder

 

S-1/A

 

333-227103

 

9/17/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.7‡

 

2004 Stock Plan, as amended, and forms of award agreements.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8‡

 

2017 Call Option Plan and forms of award agreements.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.9

 

Exclusive Patent License and Research Collaboration Agreement, dated July 23, 2018, by and between the Registrant and Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ.

 

S-1/A

 

333-227103

 

9/17/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.10

 

Loan and Security Agreement, dated August 4, 2017, among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11

 

First Amendment to Loan and Security Agreement dated December 5, 2018 among Oxford Finance LLC, Silicon Valley Bank and the Registrant.

 

10-K

 

001-38662

 

4/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12‡

 

Offer Letter, dated December 29, 2008, by and between the Registrant and William J. Newell, as amended.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.13‡

 

Offer Letter, dated December 11, 2015, by and between the Registrant and Arturo Molina, as amended.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.14‡

 

Offer Letter, dated November 12, 2010, by and between the Registrant and Trevor Hallam, as amended.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.15

 

Edgewater Business Park Lease, dated May 18, 2016, by and between the Registrant and HCP, Inc.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

  


 

10.16

 

Standard Industrial/Commercial Multi-Tenant Lease-Net, dated May 18, 2011, by and between the Registrant and Lydia Tseng and/or Alemany Plaza LLC, as amended.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.17

 

Amended and Restated Collaboration and License Agreement, dated August 2, 2017, by and among Celgene Corporation, Celgene Alpine Investment Company II, LLC, and the Registrant, as amended.

 

S-1/A

 

333-227103

 

9/17/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.18

 

License Agreement, dated September 16, 2014, by and between Merck KGaA, Darmstadt, Germany (operating in the United States and Canada under the name “EMD Serono”) and the Registrant, as amended.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.19

 

Amended and Restated Exclusive Agreement, dated October 3, 2007, between The Board of Trustees of The Leland Stanford Junior University and Fundamental Applied Biology, Inc., as amended.

 

S-1/A

 

333-227103

 

9/17/2018

 

 

 

10.20

 

 

Loan and Security Agreement, dated February 28, 2020, among Oxford Finance LLC, Silicon Valley Bank, and the Registrant.

 

10-K

 

001-38662

 

3/16/2020

 

 

 

10.21

 

 

Form of Warrant to Oxford Finance LLC pursuant to the Loan and Security Agreement.  

 

10-K

 

001-38662

 

3/16/2020

 

 

 

10.22

 

 

 

Form of Warrant to Silicon Valley Bank pursuant to the Loan and Security Agreement.

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

21.1

 

Subsidiaries of the Registrant.

 

S-1

 

333-227103

 

8/29/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of independent registered public accounting firm.

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney. Reference is made to the signature page thereto.

 

10-K

 

001-38662

 

3/16/2020

 

 

  


 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

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.

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

10-K

 

001-38662

 

3/16/2020

 

 

101.INS

 

XBRL Instance Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

10-K

 

001-38662

 

3/16/2020

 

 

 

 

**

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.

Indicates management contract or compensatory plan.

Confidential treatment has been granted for portions of this exhibit pursuant to Rule 406 of the Securities Act, or Rule 24b-2 of the Exchange Act. The Registrant has omitted and filed separately with the SEC the confidential portions of this exhibit.

 

 

 

  


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

SUTRO BIOPHARMA, INC.

 

 

 

 

Date: May 4, 2020

By:

 

/s/ William J. Newell

 

Name:

 

William J. Newell

 

Title:

 

Chief Executive Officer

 

 

 

 

Date: May 4, 2020

By:

 

/s/ Edward C. Albini

 

Name:

 

Edward C. Albini

 

Title:

 

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ William J. Newell

 

President, Chief Executive Officer and Director

 

May 4, 2020

William J. Newell

 

(Principal Executive Officer)

 

 

 

/s/ Edward C. Albini

 

Chief Financial Officer and Corporate Secretary

 

May 4, 2020

Edward C. Albini

 

(Principal Financial and Accounting Officer)

 

 

 

*

 

Director

 

May 4, 2020

Michael Dybbs, Ph.D.

 

 

 

 

 

*

 

Director

 

May 4, 2020

John G. Freund, M.D.

 

 

 

 

 

*

 

Director

 

May 4, 2020

Joseph M. Lobacki

 

 

 

 

 

*

 

Director

 

May 4, 2020

Connie Matsui

 

 

 

 

 

*

 

Director

 

May 4, 2020

James Panek

 

 

 

 

  


 

*

 

Director

 

May 4, 2020

Daniel H. Petree

 

 

 

 

 

*

 

Director 

 

May 4, 2020

Shalini Sharp

 

 

 

 

 

 

* By: /s/ William J. Newell

 

 

 

 

William J. Newell

Attorney-in-fact

 

 

 

 

 

  

stro-ex311_7.htm

 

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, William J. Newell certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Sutro Biopharma, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2020

/s/ William J. Newell

William J. Newell

Chief Executive Officer

(Principal Executive Officer)

  

stro-ex312_6.htm

 

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Edward C. Albini, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Sutro Biopharma, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2020

/s/ Edward C. Albini

Edward C. Albini

Chief Financial Officer

(Principal Accounting Officer and

Principal Financial Officer)