ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
The |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
Auditor Name: |
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36 |
Class |
Age |
Position |
Director Since |
Current Term Expires | ||||||
Randall Mrsny, Ph.D. |
I | 67 | Co-Founder, Chief Scientific Officer and Director |
2016 | 2024 | |||||
Aaron VanDevender, Ph.D.(1)(3) |
I | 42 | Director | 2016 | 2024 | |||||
Graham K. Cooper |
II | 52 | Executive Chair | 2020 | 2022 | |||||
Helen S. Kim(1) |
II | 59 | Lead Independent Director | 2018 | 2022 | |||||
John W. Smither(1)(2) |
II | 69 | Director | 2022 | 2022 | |||||
David Lamond(2)(3) |
III | 46 | Director | 2018 | 2023 | |||||
Tahir Mahmood, Ph.D. |
III | 47 | Co-Founder, Chief Executive Officer and Director |
2016 | 2023 | |||||
Holly Schachner, M.D.(2)(3) |
III | 56 | Director | 2021 | 2023 |
(1) | Member of the audit committee |
(2) | Member of the compensation committee |
(3) | Member of the corporate governance and nominating committee |
Name |
Age |
Position | ||
Tahir Mahmood, Ph.D. |
47 | Co-Founder, Chief Executive Officer and Director | ||
Randall Mrsny, Ph.D. |
67 | Co-Founder, Chief Scientific Officer and Director | ||
Graham Cooper |
52 | Executive Chair | ||
Elizabeth Bhatt |
54 | Chief Business and Strategy Officer | ||
Shawn Cross |
54 | Chief Financial Officer | ||
Bittoo Kanwar, M.D. |
46 | Chief Medical Officer | ||
Douglas Rich |
53 | Chief Technical Officer | ||
Brandon Hants |
45 | Senior Vice President, Finance & Business Operations |
• | selects and hires the independent registered public accounting firm to audit our financial statements; |
• | helps to ensure the independence and performance of the independent registered public accounting firm; |
• | approves audit and non-audit services and fees of the independent registered public accounting firm; |
• | reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls; |
• | prepares the audit committee report that the SEC requires to be included in our annual proxy statement; |
• | reviews reports and communications from the independent registered public accounting firm; |
• | reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedures; |
• | monitors for fraud involving management or employees involved in our internal controls; |
• | reviews our policies on risk assessment and risk management; |
• | reviews and monitors compliance with our code of business conduct and ethics; |
• | reviews related party transactions; and |
• | establishes and oversees procedures for the receipt, retention, and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters. |
• | oversees our overall compensation philosophy and compensation policies, plans, and benefit programs; |
• | oversees human capital management and diversity, equity and inclusion initiatives; |
• | reviews and approves or recommends to the Board of Directors for approval compensation for our executive officers and directors; |
• | prepares the compensation committee report that the SEC will require to be included in our annual proxy statement; and |
• | administers our equity compensation plans. |
• | identifies, evaluates, and makes recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees; |
• | considers and makes recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees; |
• | reviews developments in corporate governance practices; |
• | evaluates the adequacy of our corporate governance practices and reporting; |
• | evaluates the performance of our Board of Directors and of individual directors; and |
• | reviews and oversees our strategy, initiatives, risks, opportunities and related reporting with respect to significant environmental, social and governance matters. |
• | Tahir Mahmood, Ph.D., our Co-Founder and Chief Executive Officer; |
• | Randall Mrsny, Ph.D., our Co-Founder and Chief Scientific Officer; |
• | Shawn Cross, our Chief Financial Officer; |
• | Bittoo Kanwar, our Chief Medical Officer; and |
• | Brandon Hants, our Senior Vice President, Finance & Business Operations. |
• | Reported additional positive data from our Phase 1b clinical trial of oral AMT-101 in ulcerative colitis patients. |
• | Advanced our clinical development program for AMT-101, a GI-selective, oral IL-10 fusion, by initiating enrollment and dosing patients in our MARKET combination trial of oral AMT-101 with anti-TNFα in biologic-naïve patients with moderate-to-severe AMT-101, including: |
• | FILLMORE monotherapy trial for patients with chronic pouchitis; |
• | LOMBARD monotherapy trial for biologic- naïve and experienced patients with moderate-to-severe |
• | CASTRO combination trial of oral AMT-101 with anti-TNFα for patients with RA who are partial or non-responders to anti-TNFα therapy. |
• | Expanded our clinical pipeline by initiating the first in human dosing in our Phase 1a clinical trial of oral AMT-126, a novel, gastrointestinal-selective oral fusion of human interleukin-22, which is our second wholly internally developed biologic therapeutic. |
• | Completed a follow-on public offering with aggregate gross proceeds of approximately $120.8 million. |
• | Successfully integrated corporate headquarters, research labs and oral biologics GMP manufacturing facility into a single new site in South San Francisco, CA to support growth of clinical activities and pipeline expansion. |
• | Strengthened executive leadership with key new hires, including Douglas Rich, Chief Technical Officer, and Earl Douglas, Executive Vice President and General Counsel, and our Board of Directors with the appointment of Holly Schachner, M.D. |
Market Based Base Salary |
Annual Cash Incentive |
Equity Incentive Compensation | ||||
Chief Executive Officer |
7% | 3% | 90% | |||
Average of Other Named Executive Officers |
10% | 4% | 86% |
• | Market based base salary increases |
• | Annual cash incentive tied to performance |
• | Equity incentive compensation as primary long-term incentive component |
• | Industry Sector and Stage Pre-commercial biopharmaceutical companies, primarily in Phase 2of clinical development |
• | Market Capitalization |
• | Public Tenure |
• | Location |
• | Employee Headcount |
Arcus Biosciences | Kura Oncology | |
Constellation Pharmaceuticals | NGM Biopharmaceuticals | |
Crinetics Pharmaceuticals | RAPT Therapeutics | |
CytomX Therapeutics | Replimune Group | |
Editas Medicine | Rocket Pharmaceuticals | |
Fulcrum Therapeutics | Scholar Rock | |
Gossamer Bio | Turning Point Therapeutics | |
Gritstone Oncology | Unity Biotechnology | |
Harpoon Therapeutics | Y-mAbs Therapeutics | |
Homology Medicines |
Companies Removed From 2022 Peer Group |
Companies Added To 2022 Peer Group | |
Constellation Pharmaceuticals | Allakos | |
CytomX Therapeutics | Evelo Biosciences | |
Fulcrum Therapeutics | Immunovant | |
Gritstone Oncology | Iteos Therapeutics | |
Harpoon Therapeutics | Morphic | |
Homology Medicines | Nkarta | |
Unity Biotechnology | Pliant Therapeutics | |
Y-mAbs Therapeutics |
Protagonist Therapeutics | |
Revolution Medicines |
Element |
Purpose |
Features | ||
Base Salary |
To attract and retain highly skilled executives | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data | ||
Annual Cash Incentive Program |
To promote and reward the achievement of key short-term strategic and business goals of the company as well as individual performance; to motivate and attract executives | At-risk component of pay based on annual quantitative and qualitative performance assessment against objectives related to clinical development, pipeline, financing and operational goals | ||
Equity Incentive Compensation |
To encourage executives and other employees to focus on long-term company performance; to promote retention; to reward outstanding company and individual performance | Delivered in the form of stock options and RSUs subject to multi-year vesting based on continued service. The value of these awards depends on the performance of our common stock price, in order to align employee and executive interests with those of our stockholders over the longer term |
What We Do |
What We Don’t Do | |||||
✓ | Align compensation with stockholder interests | X | Guaranteed bonuses | |||
✓ | Align pay with performance | X | Provide excessive severance payments | |||
✓ | Use a peer group to benchmark pay | X | No excise tax gross-ups | |||
✓ | Annual review of executive compensation program | X | Provide excessive perquisites | |||
✓ | Balanced pay mix of fixed and at-risk pay |
X | Adopt compensation elements that encourage excessive risk taking | |||
✓ | Robust anti-hedging and pledging policies | X | No executive-only retirement programs | |||
✓ | Compensation committee retains an independent compensation consultant | |||||
✓ | Compensation committee consists solely of independent directors |
Executive |
2020 ($) |
2021 ($) |
Annual Increase |
|||||||||
Tahir Mahmood, Ph.D. |
390,932 | (1) | 450,000 | 15.1 | % | |||||||
Randall Mrsny, Ph.D. |
390,932 | (1) | 450,000 | 15.1 | % | |||||||
Shawn Cross |
395,000 | (2) | 410,000 | 3.8 | % | |||||||
Bittoo Kanwar, M.D. |
415,000 | (2) | 435,750 | 5.0 | % | |||||||
Brandon Hants |
295,000 | (2) | 336,000 | 13.9 | % | |||||||
(1) The amounts reflect a mid-year increase in the annual base salary. As of December 31, 2020, base salary for each of Drs. Mahmood and Mrsny was $450,000. (2) The amounts reflect annual base salary as of December 31, 2020. |
|
2021 CORPORATE GOAL |
WEIGHTING |
PERFORMANCE |
WEIGHTED PERFORMANCE ACHIEVEMENT | |||
AMT-101 Clinical Development |
40% | 81.5% | 32.60% | |||
AMT-126 Clinical Development |
20% | 80% | 16% | |||
R&D Pipeline |
20% | 90% | 18% | |||
Financing, Commercial Strategy, Facilities, Corporate Culture and Talent Management |
15% | 112% | 16.8% | |||
Expanding Executive Leadership, Compliance and Other Functional Goals |
5% | 100% | 5% | |||
Total Achievement Level |
88.4% |
Executive |
2021 Annual Target Bonus ($) |
2021 Earned Award ($) | ||
Tahir Mahmood, Ph.D. |
180,000 | 159,120 | ||
Randall Mrsny, Ph.D. |
180,000 | 163,296 | ||
Shawn Cross |
164,000 | 178,537 | ||
Bitto Kanwar, M.D. |
174,300 | 189,750 | ||
Brandon Hants |
117,600 | 133,669 |
Name |
Year |
Salary ($)(1) |
Bonus |
Option Awards ($)(2) |
Stock Awards |
Non-Equity Incentive Plan Compensation(3) |
All Other Compensation(5) |
Total |
||||||||||||||||||||||||
Tahir Mahmood, Ph.D. |
2021 | 450,000 | — | 6,008,665 | — | 159,120 | — | 6,617,785 | ||||||||||||||||||||||||
Chief Executive Officer |
2020 | 390,932 | — | — | — | 207,000 | 23,077 | 621,009 | ||||||||||||||||||||||||
2019 | 300,000 | 49,282 | — | — | — | — | 349,282 | |||||||||||||||||||||||||
Randall Mrsny, Ph.D. |
2021 | 450,000 | 6,008,665 | — | 163,296 | 6,621,961 | ||||||||||||||||||||||||||
Chief Scientific Officer |
||||||||||||||||||||||||||||||||
Shawn Cross |
2021 | 410,000 | — | 2,308,207 | 458,010 | 178,537 | — | 3,354,754 | ||||||||||||||||||||||||
Chief Financial Officer |
2020 | 311,439 | — | 1,087,728 | — | 142,060 | — | 1,541,227 | ||||||||||||||||||||||||
Bittoo Kanwar, M.D. |
2021 | 435,750 | — | 2,308,207 | 458,010 | 189,750 | — | 3,391,717 | ||||||||||||||||||||||||
Chief Medical Officer |
2020 | 393,599 | — | 911,791 | — | 185,920 | 14,404 | 1,505,714 | ||||||||||||||||||||||||
2019 | 249,546 | 29,280 | 237,760 | — | — | — | 516,586 | |||||||||||||||||||||||||
Brandon Hants |
2021 | 336,000 | — | 2,784,503 | 225,370 | 133,669 | — | 3,479,542 | ||||||||||||||||||||||||
Senior Vice President, Finance & Business Operations |
2020 | 288,583 | — | 200,986 | — | 103,988 | 12,654 | 606,211 | ||||||||||||||||||||||||
2019 | 270,037 | 47,675 | (4) |
235,952 | — | — | — | 553,664 |
(1) | Salary, bonus and incentive plan figures represent amounts earned during each respective fiscal year, regardless of whether part or all of such amounts were paid in subsequent fiscal year(s). |
(2) | This column represents the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2021. These amounts do not correspond to the actual value that may be recognized by our named executive officers upon vesting of the applicable awards. |
(3) | Amounts represent the annual incentive bonus earned by each of the named executive officers for services performed and are pro-rated based on length of service with us. |
(4) | This amount includes a one-time signing bonus of $15,000. |
(5) | Amounts represent the cumulative accrued vacation balance paid in 2020. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
||||||||||||||||||||||||||||
Name |
Grant Date |
Target ($) |
Maximum ($) |
All Stock Awards: Number of Shares of Stock or Units(1) |
All Option Awards: Number Securities Underlying Options(2) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards ($)(3) |
|||||||||||||||||||||
Tahir Mahmood, Ph.D. |
03/01/2021 | 180,000 | 261,000 | — | 164,000 | 56.61 | 6,008,665 | |||||||||||||||||||||
Randall Mrsny, Ph.D. |
03/01/2021 | 180,000 | 261,000 | — | 164,000 | 56.61 | 6,008,665 | |||||||||||||||||||||
Shawn Cross |
03/01/2021 | 164,000 | 237,800 | — | 63,000 | 56.61 | 2,308,207 | |||||||||||||||||||||
12/24/2021 | — | — | 31,500 | — | — | 458,010 | ||||||||||||||||||||||
Bittoo Kanwar, M.D. |
03/01/2021 | 174,300 | 252,735 | — | 63,000 | 56.61 | 2,308,207 | |||||||||||||||||||||
12/24/2021 | — | — | 31,500 | — | — | 458,010 | ||||||||||||||||||||||
Brandon Hants |
03/01/2021 | 117,600 | 170,520 | — | 76,000 | 56.61 | 2,784,503 | |||||||||||||||||||||
12/24/2021 | — | — | 15,500 | — | — | 225,370 |
(1) | These restricted stock units were granted pursuant to our 2020 Plan. 1/4th of the units vest on each six month anniversary of the vesting commencement date, subject to the grantee’s continued status as a service provider through each vesting date. |
(2) | These options to purchase shares of our common stock were granted pursuant to our 2020 Plan. 1/48th of the shares vest monthly from the date of grant, subject to the optionee’s continued status as a service provider through each vesting date. The per share exercise price of the stock options is equal to the closing price of a share of our common stock on the date of grant. |
(3) | This column represents the aggregate grant date fair value of the awards as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2021. These amounts do not correspond to the actual value that may be recognized by our named executive officers upon vesting of the applicable awards. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of Shares of Stock Underlying Unexercised Options Exercisable |
Number of Shares of Stock Underlying Unexercised Options Unexercisable |
Option Exercise Price (1) |
Option Expiration Date |
Number of Shares or Units of Stock that have not Vested (#) |
Market Value of Shares or Units of Stock that have not Vested (#) |
|||||||||||||||||||||
Tahir Mahmood, Ph.D. |
03/01/2021 | (2) | 30,750 | 133,250 | 56.61 | 03/01/2031 | — | — | ||||||||||||||||||||
Randall Mrsny, Ph.D. |
03/01/2021 | (2) | 30,750 | 133,250 | 56.61 | 03/01/2031 | — | — | ||||||||||||||||||||
Shawn Cross |
12/24/2021 | (3) | — | — | — | — | 31,500 | 458,010 | ||||||||||||||||||||
03/01/2021 | (2) | 11,812 | 51,188 | 56.61 | 03/01/2031 | — | — | |||||||||||||||||||||
03/30/2020 | (4) | 125,625 | 174,375 | 4.61 | 03/30/2030 | — | — | |||||||||||||||||||||
Bittoo Kanwar, M.D. |
03/01/2021 | (2) | 11,812 | 51,188 | 56.61 | 03/01/2031 | — | — | ||||||||||||||||||||
12/24/2021 | (3) | — | — | — | — | 31,500 | 458,010 | |||||||||||||||||||||
06/04/2020 | (2) | 22,853 | 38,089 | 14.00 | 06/04/2030 | — | — | |||||||||||||||||||||
03/06/2020 | (2) | 47,143 | 51,243 | 4.61 | 03/30/2020 | — | — | |||||||||||||||||||||
04/26/2019 | (5) | 53,948 | 50,224 | 2.38 | 04/26/2029 | — | — | |||||||||||||||||||||
Brandon Hants |
12/24/2021 | (3) | — | — | — | — | 15,000 | 225,370 | ||||||||||||||||||||
03/01/2021 | (2) | 14,250 | 61,750 | 56.61 | 03/01/2031 | — | — | |||||||||||||||||||||
06/04/2020 | (2) | 7,500 | 12,500 | 14.00 | 06/04/2030 | — | — | |||||||||||||||||||||
03/30/2020 | (2) | 2,073 | 2,255 | 4.61 | 03/30/3030 | — | — | |||||||||||||||||||||
03/26/2019 | (5) | 109,865 | 40,807 | 2.38 | 03/26/2029 | — | — |
(1) | The per share exercise price of the stock options is equal to the closing price of a share of our common stock on the date of grant. |
(2) | This option to purchase shares of our common stock was granted pursuant to our 2020 Plan. 1/48th of the shares vest monthly from the date of grant, subject to the optionee’s continued status as a service provider through each vesting date. |
(3) | These restricted stock units were granted pursuant to our 2020 Plan. 1/4th of the units vest on June 1, 2022 and 1/45th of the units vest quarterly thereafter, subject to the grantee’s continued status as a service provider through each vesting date. |
(4) | This option to purchase shares of our common stock was granted pursuant to our 2016 Plan. 1/4th of the shares subject to the option vest on the first anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter, subject to the optionee’s continued status as a service provider through each vesting date. In May 2020, the Board of Directors approved a one-time repricing of certain stock options granted to our service providers with an exercise price of $6.14 per share under our 2016 Plan, including this disclosed option. Pursuant to such approval, such options were automatically repriced to $4.61 per share. |
(5) | This option to purchase shares of our common stock was granted pursuant to our 2016 Plan. 1/4th of the shares subject to the option vest on the first anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter, subject to the optionee’s continued status as a service provider through each vesting date. |
Option Awards |
||||||||
Name |
Number of shares acquired on exercise (#) |
Value realized on exercise ($)(1) |
||||||
Bittoo Kanwar, M.D. |
46,500 | $ | 1,047,820 | |||||
Shawn Cross |
10,000 | 255,093 |
(1) | The value realized on the exercise date is based on the difference in the fair market value of our common stock on the exercise date and the exercise price, and does not necessarily reflect the proceeds actually received by the named executive officer. |
• | a lump sum payment equal to 100% of base salary; and |
• | payment or reimbursement of up to 12 months of premiums for COBRA continuation coverage premiums or, if providing such payment would violate applicable law, a taxable payment for an equivalent amount in lieu thereof. |
• | a lump sum payment equal to 50% of base salary; and |
• | payment or reimbursement of up to 6 months of premiums for COBRA continuation coverage premiums, or, if providing such payment would violate applicable law, a taxable payment for an equivalent amount in lieu thereof; |
• | a lump sum payment equal to 100% of base salary; |
• | a lump sum payment equal to 100% of target annual bonus; |
• | 100% acceleration of unvested time-based equity awards; and |
• | payment or reimbursement of up to 12 months of premiums for COBRA continuation coverage premiums or, if providing such payment would violate applicable law, a taxable payment for an equivalent amount in lieu thereof. |
Name |
Event |
Cash Severance ($)(1) |
Continuation of Insurance Benefit ($)(2) |
Vesting of Equity Awards ($)(3) |
Total ($) |
|||||||||||||
Tahir Mahmood, Ph.D. |
Non-CIC Qualified Termination |
450,000 | 31,073 | — | 481,073 | |||||||||||||
CIC Qualified Termination | 630,000 | 31,073 | — | 661,073 | ||||||||||||||
Randall Mrsny, Ph.D. |
Non-CIC Qualified Termination |
450,000 | 11,465 | — | 461,465 | |||||||||||||
CIC Qualified Termination | 630,000 | 11,465 | — | 641,465 | ||||||||||||||
Shawn Cross |
Non-CIC Qualified Termination |
410,000 | 29,503 | — | 439,503 | |||||||||||||
CIC Qualified Termination | 574,000 | 29,503 | 3,345,070 | 3,948,573 | ||||||||||||||
Bittoo Kanwar, M.D. |
Non-CIC Qualified Termination |
435,750 | 29,503 | — | 465,253 | |||||||||||||
CIC Qualified Termination | 610,050 | 29,503 | 4,275,134 | 4,914,688 | ||||||||||||||
Brandon Hants |
Non-CIC Qualified Termination |
168,000 | 14,746 | — | 182,746 | |||||||||||||
CIC Qualified Termination | 453,600 | 29,492 | 2,310,551 | 2,793,643 |
(1) | Based on salary and target annual incentive cash payments as of December 31, 2021. |
(2) | The value of continuation of insurance benefits is included based on current coverage. |
(3) | The value of each Named Executive Officer’s equity award vesting acceleration benefit in connection with a qualifying termination of the Named Executive Officer’s employment is calculated as (i) the number of shares covered by the portions of the Named Executive Officer’s equity awards that are subject to such acceleration multiplied by the closing price of our common stock on December 31, 2021 (the last trading day in our 2021 fiscal year), which was $13.98 per share, less (ii) the exercise price for any such shares subject to options. |
Name |
Fees Earned or Paid in Cash ($) |
Options Awards ($)(4)(5) |
Total Compensation ($) |
|||||||||
Graham Cooper(1) |
55,000 | 444,990 | 499,990 | |||||||||
Helen S. Kim |
77,500 | 422,486 | 499,986 | |||||||||
David Lamond |
53,000 | 446,993 | 499,993 | |||||||||
Holly Schachner, M.D.(2) |
15,663 | 734,242 | 749,905 | |||||||||
John W. Smither(3) |
— | — | — | |||||||||
Aaron VanDevender, Ph.D. |
46,500 | 453,474 | 499,974 |
(1) | Mr. Cooper was a non-employee director during our 2021 fiscal year. Mr. Cooper was appointed Executive Chair on January 27, 2022 and is currently employed by us as an executive officer. |
(2) | Dr. Schachner joined the Board of Directors on August 23, 2021; her fees were prorated for the portion of 2021 in which she served as a director. |
(3) | Mr. Smither joined the Board of Directors on January 27, 2022 and, as such, did not earn any compensation in our 2021 fiscal year. |
(4) | The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2021. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting or exercise of the applicable awards. |
(5) | As of December 31, 2021, our non-employee directors held outstanding options to purchase a number of shares of common stock as follows: Mr. Cooper (90,107), Ms. Kim (74,573), Ms. Schachner (38,976), Mr. VanDevender (15,395) and Mr. Lamond (15,175). |
• | $35,000 per year for service as a Board member; |
• | $35,000 per year for service as non-executive chair of the Board of Directors; |
• | $15,000 per year for service as chair of the audit committee; |
• | $7,500 per year for service as a member of the audit committee; |
• | $10,000 per year for service as chair of the compensation committee; |
• | $5,000 per year for service as a member of the compensation committee; |
• | $8,000 per year for service as chair of the corporate governance and nominating committee; and |
• | $4,000 per year for service as a member of the corporate governance and nominating committee. |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest. |
Plan Category |
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options |
(b) Weighted Average Exercise Price of Outstanding Options ($) |
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|||||||||
Equity Compensation Plans Approved by Stockholders(1) |
4,442,864 | 24.63 | 2,876,270 | |||||||||
Equity Compensation Plans Not Approved by Stockholders(2) |
— | — | — |
(1) | Includes the following plans: 2020 Plan, 2016 Plan, 2015 Equity Incentive Plan (2015 Plan) and 2020 Employee Stock Purchase Plan (2020 ESPP). Our 2020 Plan provides that on January 1st of each fiscal year commencing in 2021, the number of shares authorized for issuance under the 2020 Plan is automatically increased by a number equal to the lesser of (i) 3,140,062 shares; (ii) 5.0% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year or; (iii) such other amount as the plan administrator may determine. Our 2020 ESPP provides that on January 1st of each fiscal year commencing with the fiscal year following the fiscal year in which the first enrollment date under the 2020 ESPP (if any) occurs, the number of shares authorized for issuance under the 2020 ESPP is automatically increased by a number equal to the lesser of (i) 628,012 shares; (ii) 1.0% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the plan administrator may determine. |
(2) | Includes the Inducement Plan, which was adopted by our board of directors on March 3, 2022. As of March 21, 2022, there were 1,000,000 shares available for grant under the Inducement Plan. The Inducement Plan has not been approved by stockholders. |
• | Each stockholder known by us to beneficially own more than 5% of our common stock; |
• | Each of our directors; |
• | Each named executive officer named in the “Named Executive Officers”; and |
• | All directors and executive officers as a group. |
Beneficial Ownership |
||||||||
Name of Beneficial Owner |
Shares |
Percentage |
||||||
5% or Greater Stockholders: |
||||||||
Entities affiliated with BlackRock, Inc.(1) |
1,939,444 | 5.0 | % | |||||
Capital Research Global Investors(2) |
4,021,680 | 10.4 | % | |||||
Capital World Investors(3) |
4,145,688 | 10.7 | % | |||||
Entities affiliated with EPIQ Capital Group, LLC(4) |
8,264,240 | 21.4 | % | |||||
Entities affiliated with Founders Fund(5) |
4,438,222 | 11.5 | % | |||||
Named Executive Officers and Directors: |
||||||||
Tahir Mahmood, Ph.D.(6) |
3,665,416 | 9.5 | % | |||||
Randall Mrsny, Ph.D.(7) |
3,654,687 | 9.5 | % | |||||
Graham Cooper(8) |
93,750 | * | ||||||
Helen S. Kim(9) |
635,230 | 1.6 | % | |||||
David Lamond(10) |
914,589 | 2.4 | % | |||||
Holly Schachner, M.D.(11) |
8,661 | * | ||||||
John W. Smither(12) |
5,000 | * | ||||||
Aaron VanDevender, Ph.D.(13) |
62,659 | * | ||||||
Shawn Cross(14) |
180,228 | * | ||||||
Bittoo Kanwar(15) |
207,171 | * | ||||||
Brandon Hants(16) |
162,224 | * | ||||||
All executive officers and directors as a group (thirteen (13) persons)(17) |
9,822,693 | 25.4 | % |
* | Less than one percent (1%) |
(1) | Based on information taken from the Schedule 13G filed on February 4, 2022, these 1,939,444 shares are held by various entities affiliated with BlackRock, Inc (BlackRock). BlackRock, Inc. may be deemed to be the beneficial owner of these shares and exercises shared voting and investment control over the shares with each of the entities. BlackRock has sole voting power over 1,905,779 shares and sole dispositive power over 1,939,444 shares. The address of this entity is 55 East 52 nd Street, New York, NY 10055. |
(2) | Based on information taken from the Schedule 13G/A filed on September 10, 2021, these 1,708,437 shares are held by Capital Research Global Investors (CRGI). CRGI has sole voting power and sole dispositive power over 1,708,437 shares. CRGI is a division of Capital Research and Management Company (CRMC), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the investment management entities). CRGI may be deemed to be the beneficial owner of these shares and exercises sole voting and investment control over the shares. The address of this entity is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. |
(3) | Based on information taken from the Schedule 13G/A filed on February 11, 2022, these 4,225,688 shares are held by Capital World Investors (CWI). CWI has sole voting power and sole dispositive power over 4,225,688 shares. CWI is a division of CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the investment management entities). CWI may be deemed to be the beneficial owner of the shares and exercises sole voting and investment control over the shares. The address of this entity is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. |
(4) | Based on information taken from the Schedule 13D filed on June 18, 2020, these shares consist of (i) 2,149,292 shares held by EPQ LLC, AMT PS, (ii) 3,394,948 shares held by EPQ LLC, AMTB PS, (iii) 2,500,000 shares held by EPQ LLC, AMTC PS and (iv) 220,000 shares held by Chad Boeding (collectively, the EPIQ funds). EPIQ Capital Group, LLC is the managing member of each of the EPIQ funds and exercises investment and voting control over the shares held by each of the EPIQ funds through an investment committee. The investment committee for each of the EPIQ funds is comprised of Chad Boeding, Chris Jackson, Jennifer Forster, Boris Albul and Rick Withers, each of whom is an officer or partner of EPIQ Capital Group, LLC. Each of the members of the investment committee disclaims beneficial ownership of the shares held by the EPIQ funds except to the extent of their pecuniary interests therein, if any. The address of each of the individuals and entities listed above is One Lombard Street, Suite 200, San Francisco, CA 94111. |
(5) | Based on information taken from the Schedule 13G filed on February 16, 2021, these shares consist of (i) 2,814,640 shares held by The Founders Fund V, LP, 757,139 shares held by The Founders Fund V Principals Fund, LP, 39,836 shares held by The Founders Fund V Entrepreneurs Fund, LP (collectively, the Founders Fund V Management, LLC), and (ii) 656,194 shares held by The Founders Fund VI, LP, 162,255 shares held by The Founders Fund VI Principals Fund, LP and 8,158 shares held by The Founders Fund VI Entrepreneurs Fund, LP (collectively, the Founders Fund VI Management, LLC). FFV Management exercises investment and voting control over the shares held by the Founds Fund V Management, LLC through a management committee comprised of Peter Thiel and Brian Singerman. FFVI Management exercises investment and voting control over the shares held by the Founders Fund VI Management, LLC through a management committee comprised of Peter Thiel and Brian Singerman. Each of Mr. Thiel and Mr. Singerman disclaim beneficial ownership of the shares held by the Founders Fund V Management, LLC and the Founders Fund VI Management, LLC, except to the extent of their pecuniary interest therein, if any. The address of each of the individuals and entities listed above is One Letterman Drive, Building D, Suite 500, San Francisco, CA 94129. |
(6) | Consists of (i) 3,000 shares held directly by Dr. Mahmood, (ii) 176,657 shares held directly by The Mahmood 2017 Irrevocable Trust Agreement for which Dr. Mahmood serves as trustee, (iii) 334,632 shares held by the Tahir Mahmood 2019 Annuity Trust for which Dr. Mahmood serves as trustee, (iv) 3,088,711 shares held by the Mahmood-Shamsi Living Trust Agreement dated August 31, 2017 for which the father of Dr. Mahmood serves as trustee, and (v) 62,416 shares of common stock subject to options that are exercisable within 60 days of March 15, 2022. Dr. Mahmood shares voting and investment control with his spouse over the shares held by the Mahmood 2017 Irrevocable Trust Agreement and the Tahir Mahmood 2019 Annuity Trust. The father of Dr. Mahmood exercises voting and investment control over the shares held by the Mahmood-Shamsi Living Trust Agreement dated August 31, 2017. |
(7) | Consists of (i) 3,500 shares held directly by Dr. Mrsny, (ii) 3,600,000 shares held directly by Mrsny-Daugherty Living Trust Agreement dated July 31, 2019 for which Dr. Mrsny and his spouse serve as co-trustees and exercise voting and investment control, and (iv) 51,187 shares of common stock subject to options that are exercisable within 60 days of March 15, 2022. |
(8) | Consists of (i) 390,107 shares subject to outstanding options, 75,000 of which are exercisable prior to vesting, of which 93,750 shares of common stock subject to options that are vested and exercisable within 60 days of March 15, 2022 and 296,357 shares which may be repurchased by us, if exercised, at the original exercise price. |
(9) | Consists of (i) 575,000 shares of common stock directly held by Ms. Kim and (ii) 60,230 shares of common stock subject to options that are exercisable within 60 days of March 15, 2022. |
(10) | Consists of 914,589 shares of common stock beneficially held by the Blue Devil Trust for which Mr. Lamond serves as trustee. Mr. Lamond shares voting and investment control over the shares held by the Blue Devil Trust with his spouse. |
(11) | Consists of 8,661 shares of common stock subject to options that are exercisable within 60 days of March 15, 2022. |
(12) | Consists of 5,000 shares of common stock subject to options that are exercisable within 60 days of March 15, 2022. |
(13) | Consists of 62,659 shares of common stock held by Mr. VanDevender. |
(14) | Consists of 180,228 shares of common stock subject to options that are vested and exercisable within 60 days of March 15, 2022. |
(15) | Consists of 175,671 shares of common stock subject to options that are vested and exercisable within 60 days of March 15, 2022. |
(16) | Consists of 162,224 shares of common stock subject to options that are vested and exercisable within 60 days of March 15, 2022. |
(17) | Consists of (i) 8,790,248 shares of common stock owned by our named executive officers, current directors and other executive officers and (ii) 1,032,445 shares of common stock subject to options that are exercisable within 60 days of March 15, 2021. |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest. |
2021 |
2020 |
|||||||
Audit Fees(1) |
$ | 1,359,562 | $ | 1,203,628 | ||||
Audit-Related Fees(2) |
65,000 | — | ||||||
Tax Fees(3) |
— | — | ||||||
Other Fees(4) |
— | — | ||||||
Total Fees |
$ | 1,424,562 | $ | 1,203,628 |
(1) | Audit Fees consists of fees billed for professional services performed by Deloitte & Touche LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for our initial public offering (IPO), which we completed in June 2020 and follow-on public offering, which we completed on April 2021. |
(2) | Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” |
(3) | Tax Fees consist of fees for tax advice, planning, compliance and preparation of original and amended tax returns. |
(4) | Other Fees consist of fees billed for products and services provided by the Deloitte & Touche LLP other than those that meet the other criteria above. |
Exhibit Number |
Exhibit Description |
Form |
||||
31.3 | 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. | Filed herewith | ||||
31.4 | 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. | Filed herewith | ||||
104 | Cover Page Interactive File (formatted as Inline XBRL) | Filed herewith |
Applied Molecular Transport Inc. | ||||||
Date: March 25, 2022 | By: | /s/ Tahir Mahmood | ||||
Tahir Mahmood, Ph.D. | ||||||
Co-Founder and Chief Executive Officer | ||||||
Date: March 25, 2022 | By: | /s/ Shawn Cross | ||||
Shawn Cross | ||||||
Chief Financial Officer |
Name |
Title |
Date | ||
/s/ Tahir Mahmood |
Co-Founder, Chief Executive Officer and Director(Principal Executive Officer) |
March 25, 2022 | ||
Tahir Mahmood, Ph.D. | ||||
/s/ Shawn Cross |
Chief Financial Officer (Principal Financial Officer) |
March 25, 2022 | ||
Shawn Cross | ||||
/s/ Brandon Hants |
Senior Vice President, Finance and Business Operations (Principal Accounting Officer) | March 25, 2022 | ||
Brandon Hants | ||||
* |
Director, Executive Chair of the Board | March 25, 2022 | ||
Graham Cooper | ||||
* |
Director | March 25, 2022 | ||
Helen Kim | ||||
* |
Director | March 25, 2022 | ||
David Lamond | ||||
* |
Co-Founder, Chief Scientific Officer and Director |
March 25, 2022 | ||
Randall Mrsny, Ph.D. | ||||
* |
Director | March 25, 2022 | ||
Holly Schachner, M.D. | ||||
* |
Director | March 25, 2022 | ||
John Smither | ||||
* |
Director | March 25, 2022 | ||
Aaron VanDevender, Ph.D. |
*By: | /s/ Tahir Mahmood | |
Tahir Mahmood, as attorney-in-fact |
Exhibit 31.3
CERTIFICATION 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
I, Tahir Mahmood, certify that:
1. I have reviewed this amendment no. 1 to the Annual Report on Form 10-K of Applied Molecular Transport Inc.; and |
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. |
Date: March 25, 2022 | By: | /s/ Tahir Mahmood | ||||
Tahir Mahmood, Ph.D. | ||||||
Co-Founder, Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATION 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
I, Shawn Cross, certify that:
1. I have reviewed this amendment no. 1 to the Annual Report on Form 10-K of Applied Molecular Transport Inc.; and |
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. |
Date: March 25, 2022 | By: | /s/ Shawn Cross | ||||
Shawn Cross | ||||||
Chief Financial Officer (Principal Financial Officer) |
Cover Page - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Mar. 15, 2022 |
Jun. 30, 2021 |
|
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | APPLIED MOLECULAR TRANSPORT INC. | ||
Entity Central Index Key | 0001801777 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 947,543,802 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-39306 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4481426 | ||
Entity Address, Address Line One | 450 East Jamie Court | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 392-0420 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | AMTI | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 38,653,925 | ||
Amendment Description | EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to the Annual Report on Form 10-K of Applied Molecular Transport Inc., a Delaware corporation (referred to as “AMT,” the “Company,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2021, originally filed with the Securities and Exchange Commission (SEC) on February 24, 2022 (the Original 10-K), is being filed for the purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include the Part III information in our Form 10-K in connection with the filing of a Registration Statement on Form S-3 (File No. 333-263501) to disclose the information required to be included in an effective registration statement. The reference on the cover page of the Original 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original 10-K has been deleted. This Amendment No. 1 hereby amends and restates in their entirety the cover page and Items 10 through 14 of Part III of the Original 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, in connection with this Form 10-K/A, our Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications as included herein. We are amending Item 15 of Part IV solely to reflect the inclusion of these certifications. Except as described above, this Form 10K/A does not modify or update disclosure in, or exhibits to, the Original 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original 10-K was filed. | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | San Francisco, California | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. |
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