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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/20 Sarepta Therapeutics, Inc. 10-K 12/31/19 129:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K 2019 Form 10-K HTML 2.41M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 46K
3: EX-10.51 Material Contract HTML 787K
4: EX-10.52 Material Contract HTML 169K
5: EX-10.53 Material Contract HTML 725K
6: EX-10.54 Material Contract HTML 224K
7: EX-10.55 Material Contract HTML 51K
8: EX-10.56 Material Contract HTML 50K
9: EX-10.57 Material Contract HTML 39K
10: EX-21.1 Subsidiaries List HTML 33K
11: EX-23.1 Consent of Experts or Counsel HTML 37K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
121: R1 Document and Entity Information HTML 99K
49: R2 Consolidated Balance Sheets HTML 118K
36: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
78: R4 Consolidated Statements of Operations and HTML 101K
Comprehensive Loss
120: R5 Consolidated Statements of Stockholders' Equity HTML 104K
48: R6 Consolidated Statements of Cash Flows HTML 181K
35: R7 Organization and Nature of Business HTML 40K
77: R8 Summary of Significant Accounting Policies and HTML 121K
Recent Accounting Pronouncements
122: R9 License and Collaboration Agreements HTML 106K
30: R10 Gain From Sale of Priority Review Voucher HTML 36K
70: R11 Fair Value Measurements HTML 183K
114: R12 Cash, Cash Equivalents and Marketable Securities HTML 190K
98: R13 Accounts Receivable and Reserves for Product Sales HTML 136K
31: R14 Inventory HTML 56K
71: R15 Other Assets HTML 103K
115: R16 Property and Equipment, Net HTML 84K
99: R17 Intangible Assets HTML 83K
32: R18 Accrued Expenses HTML 76K
69: R19 Indebtedness HTML 110K
118: R20 Equity HTML 39K
74: R21 Stock-Based Compensation HTML 548K
37: R22 401 (K) Plan HTML 38K
50: R23 Other (Loss) Income HTML 73K
119: R24 Income Taxes HTML 298K
75: R25 Leases HTML 106K
38: R26 Net Loss Per Share HTML 70K
51: R27 Commitments and Contingencies HTML 76K
117: R28 Subsequent Event HTML 38K
76: R29 Financial Information by Quarter (Unaudited) HTML 320K
97: R30 Summary of Significant Accounting Policies and HTML 183K
Recent Accounting Pronouncements (Policies)
112: R31 Summary of Significant Accounting Policies and HTML 47K
Recent Accounting Pronouncements (Tables)
73: R32 License and Collaboration Agreements (Tables) HTML 65K
34: R33 Fair Value Measurements (Tables) HTML 180K
95: R34 Cash, Cash Equivalents and Marketable Securities HTML 190K
(Tables)
111: R35 Accounts Receivable and Reserves for Product Sales HTML 139K
(Tables)
72: R36 Inventory (Tables) HTML 58K
33: R37 Other Assets (Tables) HTML 105K
94: R38 Property and Equipment, Net (Tables) HTML 84K
113: R39 Intangible Assets (Table) HTML 82K
85: R40 Accrued Expenses (Tables) HTML 75K
128: R41 Indebtedness (Tables) HTML 99K
53: R42 Stock-Based Compensation (Tables) HTML 557K
41: R43 Other (Loss) Income (Tables) HTML 73K
84: R44 Income Taxes (Tables) HTML 298K
127: R45 Leases (Tables) HTML 109K
52: R46 Net Loss Per Share (Tables) HTML 70K
39: R47 Commitments and Contingencies (Tables) HTML 51K
83: R48 Financial Information by Quarter (Unaudited) HTML 320K
(Tables)
129: R49 Organization and Nature of Business - Additional HTML 49K
Information (Detail)
109: R50 Summary of Significant Accounting Policies and HTML 78K
Recent Accounting Pronouncements - Additional
Information (Detail)
90: R51 Summary of Estimated Useful Lives of Plant and HTML 60K
Equipment (Detail)
22: R52 License and Collaboration Agreements - Additional HTML 325K
Information (Detail)
60: R53 Schedule of Total Consideration of Business HTML 66K
Acquisition (Details)
110: R54 Gain From Sale of Priority Review Voucher - HTML 39K
Additional Information (Detail)
91: R55 Assets and Liabilities Measured and Carried at HTML 71K
Fair Value (Detail)
23: R56 Summary of Company Financial Assets with HTML 43K
Maturities of Less Than 90 Days Included in Cash
Equivalents (Detail)
61: R57 Cash, Cash Equivalents and Marketable Securities - HTML 36K
Additional Information (Detail)
107: R58 Summary of Company Cash, Cash Equivalents and HTML 82K
Investments (Detail)
93: R59 Summary of Components of Accounts Receivable HTML 43K
(Detail)
43: R60 Summary of Change in Reserves for Discounts and HTML 54K
Allowances (Detail)
57: R61 Summary of Total Reserves Included in Consolidated HTML 41K
Balance Sheets (Detail)
124: R62 Inventory - Summary of Components of Inventory HTML 47K
(Detail)
80: R63 Summary of Other Current Assets (Detail) HTML 54K
44: R64 Summary of Other Non-current Assets (Detail) HTML 50K
58: R65 Summarizes Components of Property and Equipment, HTML 64K
Net (Detail)
125: R66 Property and Equipment, Net - Additional HTML 37K
Information (Detail)
81: R67 Intangible Assets - Summary of Components of HTML 48K
Intangible Assets (Detail)
47: R68 Intangible Assets - Additional Information HTML 70K
(Detail)
55: R69 Intangible Assets - Summary of Estimated Future HTML 50K
Amortization for Intangible Assets (Detail)
65: R70 Summary of Accrued Expenses (Detail) HTML 58K
28: R71 Indebtedness - Additional Information (Detail) HTML 143K
88: R72 Indebtedness - Summary of Debt Facilities (Detail) HTML 57K
102: R73 Indebtedness - Summarizes Total Gross Payments Due HTML 42K
under Company's Debt Arrangements (Detail)
64: R74 Equity - Additional Information (Detail) HTML 55K
27: R75 Stock Based Compensation - Additional Information HTML 153K
(Detail)
87: R76 Assumptions for Measuring Fair Values of Stocks HTML 58K
(Detail)
101: R77 Assumptions for Measuring Fair Values of Stocks HTML 36K
(Parenthetical) (Detail)
67: R78 Summary of Stock Option Activity (Detail) HTML 92K
24: R79 Summary of Stock Option Activity (Parenthetical) HTML 45K
(Detail)
66: R80 Summary of Company's Stock Options Vested and HTML 39K
Exercised (Detail)
29: R81 Summary of Restricted Stock Award Activity HTML 59K
(Detail)
89: R82 Summary of Restricted Stock Unit Activity (Detail) HTML 59K
103: R83 Summary of Stock Appreciation Rights Activity HTML 56K
(Detail)
63: R84 Summary of Employee Stock Purchase Plan Activity HTML 42K
and Expense (Detail)
26: R85 Summary of Stock-Based Compensation Expense by HTML 43K
Function Included within Consolidated Statements
of Operations and Comprehensive Loss (Detail)
86: R86 Summary of Stock-Based Compensation Expense by HTML 45K
Grant Type Included within Consolidated Statements
of Operations and Comprehensive Loss (Detail)
100: R87 401 (K) PLAN - Additional Information (Detail) HTML 47K
68: R88 Summary of Other (Loss) Income (Detail) HTML 53K
25: R89 Summary of Loss before Provision for Income Taxes HTML 47K
by Jurisdiction (Detail)
42: R90 Summary of Provision for Income Taxes (Detail) HTML 70K
56: R91 Reconciliation Between Effective Tax Rate and HTML 65K
Federal Income Tax Rate (Detail)
123: R92 Income Taxes - Additional Information (Detail) HTML 94K
79: R93 Analysis of Deferred Tax Assets and Liabilities HTML 72K
(Detail)
45: R94 Reconciliation of Beginning and Ending Amount of HTML 45K
Unrecognized Tax Benefits (Detail)
59: R95 Leases - Additional Information (Detail) HTML 46K
126: R96 Summary of Lease Costs Recognized Under Topic 842 HTML 51K
and Other Information Pertaining to Operating
Leases (Detail)
82: R97 Summary of Maturities of Lease Liabilities and HTML 63K
Reconciliation of Lease Liabilities Recognized
Under Topic 842 (Detail)
46: R98 Summary of Aggregate Future Minimum HTML 55K
Non-Cancellable Commitments under Leases (Detail)
54: R99 Basic and Diluted Net Loss Per Share (Detail) HTML 51K
106: R100 Basic and Diluted Net Loss Per Share HTML 48K
(Parenthetical) (Detail)
92: R101 Commitments and Contingencies - Additional HTML 109K
Information (Detail)
21: R102 Summary of Non-Cancelable Contractual Obligations HTML 47K
Arising From Long-term Contractual Arrangements
(Detail)
62: R103 Subsequent Event - Additional Information HTML 38K
(Details)
104: R104 Financial Information by Quarter (Detail) HTML 100K
96: XML IDEA XML File -- Filing Summary XML 232K
40: XML XBRL Instance -- srpt-10k_20191231_htm XML 5.81M
108: EXCEL IDEA Workbook of Financial Reports XLSX 145K
17: EX-101.CAL XBRL Calculations -- srpt-20191231_cal XML 342K
18: EX-101.DEF XBRL Definitions -- srpt-20191231_def XML 936K
19: EX-101.LAB XBRL Labels -- srpt-20191231_lab XML 2.10M
20: EX-101.PRE XBRL Presentations -- srpt-20191231_pre XML 1.60M
16: EX-101.SCH XBRL Schema -- srpt-20191231 XSD 330K
116: JSON XBRL Instance as JSON Data -- MetaLinks 537± 883K
105: ZIP XBRL Zipped Folder -- 0001564590-20-006769-xbrl Zip 863K
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of the common stock, par value $0.0001 per share, of Sarepta Therapeutics, Inc. (the “Company”, “us”, “we”, or “our”).
For the complete terms of our common stock, please refer to our articles of incorporation and bylaws as amended and restated, each of which is an exhibit to the Annual Report on Form 10-K to which this description is an exhibit and to the applicable provisions of the Delaware General Corporation Law.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a majority of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that is outstanding at the time of the dividend. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. All shares of common stock will, when issued, be duly authorized, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.
Anti-Takeover Effects of our Certificate of Incorporation and Bylaws and Delaware Law
Certain provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, encourage persons seeking to acquire control of us to first negotiate with our board of directors and the holders of our capital stock.
Delaware Law
We are subject to Section 203 of the Delaware General Corporation Law. This statute regulating corporate takeovers prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for three years following the date that the stockholder became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers, and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is any person who, together with such person’s affiliates and associates (i) owns 15% or more of a corporation’s voting securities or (ii) is an affiliate or associate of a corporation and was the owner of 15% or more of the corporation’s voting securities at any time within the three year period immediately preceding a business combination of the corporation governed by Section 203. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage takeover attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.
Exhibit 4.4
Our certificate of incorporation and our bylaws divide our board of directors into two classes with staggered two-year terms, when the board is comprised of more than six members. Eight individuals currently serve on our board of directors, which is divided into two classes. At each annual meeting of stockholders, a class of directors is to be elected for a two-year term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of our board of directors will be elected each year. Our bylaws authorize our board of directors to fix the number of directors from time to time by a resolution of the majority of our board of directors, provided the board shall consist of a minimum of one and a maximum of eight members. The division of our board of directors into two classes with staggered two-year terms may delay or prevent a change of our management or a change in control. Between stockholder meetings, directors may be removed by a vote of a majority of the voting power of all outstanding shares of voting stock only for cause. Under our certificate of incorporation and bylaws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office unless our board of directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders. These provisions may prevent a stockholder from removing incumbent directors and simultaneously gaining control of the board of directors by filling the resulting vacancies with its own nominees. The classification of our board of directors and the limitations on the ability of our stockholders to remove directors, change the authorized number of directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.
Stockholder action; special meeting of stockholders; advance notice requirements for stockholder proposals and director nominations
Our certificate of incorporation and our bylaws provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting. Our certificate of incorporation and our bylaws also provide that, except as otherwise required by law, special meetings of the stockholders can only be called by our president or our board of directors, or by our president at the request of holders of not less than one-tenth of all outstanding shares of capital stock. In addition, our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of the meeting or brought before the meeting by or at the direction of our board of directors, or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities. These provisions also could discourage a third party from making a tender offer for our common stock, because even if it acquired a majority of our outstanding voting stock, it would be able to take action as a stockholder, such as electing new directors or approving a merger, only at a duly called stockholders meeting and not by written consent.
Super-majority voting
The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our capital stock entitled to vote at an election of directors. In addition, the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of voting stock, voting together as a single class, is required to alter, amend or repeal certain provisions of our certificate of incorporation.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Sarepta Therapeutics, Inc. S-8 POS 3/28/24 4:220K Donnelley … Solutions/FA 3/28/24 Sarepta Therapeutics, Inc. S-8 POS 3/28/24 4:220K Donnelley … Solutions/FA 3/28/24 Sarepta Therapeutics, Inc. S-8 POS 3/28/24 4:220K Donnelley … Solutions/FA 3/28/24 Sarepta Therapeutics, Inc. S-8 POS 3/28/24 4:220K Donnelley … Solutions/FA 2/28/24 Sarepta Therapeutics, Inc. 10-K 12/31/23 119:18M Donnelley … Solutions/FA 2/28/23 Sarepta Therapeutics, Inc. 10-K 12/31/22 119:23M Donnelley … Solutions/FA 3/02/22 Sarepta Therapeutics, Inc. S-3ASR 3/02/22 4:438K Donnelley … Solutions/FA 3/01/22 Sarepta Therapeutics, Inc. 10-K 12/31/21 121:20M Donnelley … Solutions/FA 3/01/21 Sarepta Therapeutics, Inc. 10-K 12/31/20 124:22M ActiveDisclosure/FA |