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.

 

 

 

|  |    |
|--|--------------|

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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.

 

 

|  |    |
|--|--------------|

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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 ExchangeAct. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ‡ | 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. |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

|  |    |
|--|--------------|

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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        |   |           |   |             |

 

|  |    |
|--|--------------|