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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 4D Molecular Therapeutics, Inc. 10-K 12/31/23 100:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.02M
2: EX-10.14 Material Contract HTML 42K
3: EX-10.15 Material Contract HTML 105K
4: EX-10.16 Material Contract HTML 105K
5: EX-10.17 Material Contract HTML 103K
6: EX-23.1 Consent of Expert or Counsel HTML 28K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
12: R1 Document and Entity Information HTML 103K
13: R2 Balance Sheets HTML 127K
14: R3 Balance Sheets (Parenthetical) HTML 49K
15: R4 Statements of Operations HTML 83K
16: R5 Statements of Operations (Parenthetical) HTML 30K
17: R6 Statements of Comprehensive Loss HTML 49K
18: R7 Statements of Stockholders' Equity HTML 87K
19: R8 Statements of Cash Flows HTML 113K
20: R9 Pay vs Performance Disclosure HTML 41K
21: R10 Insider Trading Arrangements HTML 40K
22: R11 The Company HTML 43K
23: R12 Summary of Significant Accounting Policies HTML 101K
24: R13 Fair Value Measurements HTML 136K
25: R14 Marketable Securities HTML 137K
26: R15 Property and Equipment, Net HTML 58K
27: R16 Accrued and Other Current Liabilities HTML 46K
28: R17 Research and Collaboration Arrangements HTML 93K
29: R18 License Arrangements HTML 48K
30: R19 Commitments and Contingencies HTML 84K
31: R20 Income Taxes HTML 129K
32: R21 Common Stock HTML 58K
33: R22 Stock-based Compensation HTML 141K
34: R23 Common Stock Warrants HTML 38K
35: R24 Net Loss Per Share, Basic and Diluted HTML 61K
36: R25 Derivative Liability HTML 35K
37: R26 Related Party Transactions HTML 40K
38: R27 401(K) Plan HTML 31K
39: R28 Subsequent Events HTML 34K
40: R29 Summary of Significant Accounting Policies HTML 150K
(Policies)
41: R30 Summary of Significant Accounting Policies HTML 54K
(Tables)
42: R31 Fair Value Measurements (Tables) HTML 136K
43: R32 Marketable Securities (Tables) HTML 136K
44: R33 Property and Equipment, Net (Tables) HTML 56K
45: R34 Accrued and Other Current Liabilities (Tables) HTML 46K
46: R35 Research and Collaboration Arrangements (Tables) HTML 58K
47: R36 Commitments and Contingencies (Tables) HTML 74K
48: R37 Income Taxes (Tables) HTML 116K
49: R38 Common Stock (Tables) HTML 46K
50: R39 Stock-based Compensation (Tables) HTML 125K
51: R40 Net Loss Per Share, Basic and Diluted (Tables) HTML 62K
52: R41 The Company - Additional Information (Details) HTML 80K
53: R42 Summary of Significant Accounting Policies - HTML 88K
Additional Information (Details)
54: R43 Summary of Significant Accounting Policies - HTML 40K
Schedule of Concentration of Risk (Details)
55: R44 Summary of Significant Accounting Policies - HTML 40K
Schedule of Concentration of Risk (Details)
(Parenthetical)
56: R45 Summary of Significant Accounting Policies - HTML 43K
Schedule of Revenues by Geographic Region
(Details)
57: R46 Fair Value Measurements - Fair Value Hierarchy for HTML 62K
Financial Assets and Financial Liabilities
Measured at Fair Value on Recurring Basis
(Details)
58: R47 Fair Value Measurements - Additional Information HTML 32K
(Details)
59: R48 Fair Value Measurements - Summary of Changes in HTML 38K
Fair Value of Level 3 Derivative Liability
(Details)
60: R49 Marketable Securities - Summary of Available for HTML 64K
Sale Securities (Details)
61: R50 Marketable Securities - Additional Information HTML 46K
(Details)
62: R51 Marketable Securities - Summary of Aggregate fair HTML 42K
values of marketable securities with unrealized
losses and gains (Details)
63: R52 Property and Equipment, Net - Schedule of Property HTML 50K
and Equipment, Net (Details)
64: R53 Property and Equipment, Net - Additional HTML 31K
Information (Details)
65: R54 Accrued and Other Current Liabilities - Summary of HTML 39K
Accrued and Other Current Liabilities (Details)
66: R55 Research and Collaboration Arrangements - Summary HTML 46K
of Collaboration and License Revenue (Details)
67: R56 Research and Collaboration Arrangements - Summary HTML 36K
of Deferred Revenue (Details)
68: R57 Research and Collaboration Arrangements - HTML 74K
Additional Information (Details)
69: R58 Research and Collaboration Arrangements - HTML 35K
Additional Information (Details 1)
70: R59 Research and Collaboration Arrangements - CRF HTML 32K
Agreement - Additional Information (Details)
71: R60 Research and Collaboration Arrangements - CFF - HTML 62K
Additional Information (Details)
72: R61 Research and Collaboration Arrangements - CFF - HTML 36K
Additional Information (Details 1)
73: R62 License Arrangements - Additional Information HTML 94K
(Details)
74: R63 Commitments and Contingencies - Additional HTML 64K
Information (Details)
75: R64 Commitments and Contingencies - Summary of HTML 35K
Components of Lease Expense (Details)
76: R65 Commitments and Contingencies - Summary of HTML 33K
Supplemental Information Related to Leases
(Details)
77: R66 Commitments and Contingencies - Summary of HTML 52K
Maturities of Lease Liabilities (Details)
78: R67 Income Taxes - Schedule of Effective Tax Rate of HTML 48K
Income Tax Expense (Benefit) Differs from Federal
Statutory Rate (Details)
79: R68 Income Taxes - Schedule of Tax Effects of HTML 60K
Temporary Differences to Significant Components of
Deferred Taxes (Details)
80: R69 Income Taxes - Additional Information (Details) HTML 64K
81: R70 Income Taxes - Reconciliation of Beginning and HTML 35K
Ending Unrecognized Tax Benefits (Details)
82: R71 Common Stock - Additional Information (Details) HTML 59K
83: R72 Common Stock - Schedule of Common Share Reserved HTML 44K
for Future Issuance (Details)
84: R73 Stock-based Compensation - Additional Information HTML 108K
(Details)
85: R74 Stock-based Compensation - Summary of Restricted HTML 53K
Stock Units (Rsu) (Details)
86: R75 Stock-based Compensation - Summary of Stock HTML 88K
Options Activity (Details)
87: R76 Stock-based Compensation - Summary of Stock HTML 36K
Compensation Expense for Employees and
Nonemployees by Function (Details)
88: R77 Stock-based Compensation - Schedule of Assumptions HTML 64K
Used in Black-Scholes Valuation Model to Estimate
Fair Value of Stock Options (Details)
89: R78 Common Stock Warrants - Additional Information HTML 58K
(Details)
90: R79 Net Loss Per Share, Basic and Diluted - HTML 53K
Computation of Basic and Diluted Net Loss Per
Share (Details)
91: R80 Net Loss Per Share, Basic and Diluted - HTML 39K
Outstanding Potentially Dilutive Securities
Excluded From Computation of Diluted Net Loss Per
Share (Details)
92: R81 Derivative Liability - Additional Information HTML 42K
(Details)
93: R82 Related Party Transactions - Additional HTML 58K
Information (Details)
94: R83 401(K) Plan - Additional Information (Details) HTML 34K
95: R84 Subsequent Events - Additional Information HTML 54K
(Details)
97: XML IDEA XML File -- Filing Summary XML 187K
100: XML XBRL Instance -- fdmt-20231231_htm XML 2.46M
96: EXCEL IDEA Workbook of Financial Report Info XLSX 185K
11: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.69M
Linkbases Document -- fdmt-20231231
98: JSON XBRL Instance as JSON Data -- MetaLinks 668± 1.07M
99: ZIP XBRL Zipped Folder -- 0000950170-24-023183-xbrl Zip 942K
| EX-97 |
Exhibit 97
4D MOLECULAR THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
4D Molecular Therapeutics, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11 of this Policy.
This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an acknowledgment pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such acknowledgment shall not negate the application of this Policy to the Officer.
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset
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of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or
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provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the audit committee of the Board, or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-
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GAAP/IFRS financial measures, as well as stock or share price and total equityholder return. “GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between
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the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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FORM OF ACKNOWLEDGMENT AND CONSENT TO
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by 4D Molecular Therapeutics, Inc. (the “Company”).
For good and valuable consideration, the receipt of which is acknowledged, the undersigned agrees to the terms of the Policy and agrees that compensation received by the undersigned may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with the Policy, notwithstanding any other agreement to the contrary. The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification in connection with any enforcement of the Policy and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||