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89bio, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 3/1/24, at 5:03pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-24008   ·   File #:  1-39122

Previous ‘10-K’:  ‘10-K’ on 3/15/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   19 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/24  89bio, Inc.                       10-K       12/31/23   69:17M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.51M 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     35K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     21K 
 7: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     38K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 9: R1          Document and Entity Information                     HTML     96K 
10: R2          Consolidated Balance Sheets                         HTML    112K 
11: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
12: R4          Consolidated Statements of Operations and           HTML     93K 
                Comprehensive Loss                                               
13: R5          Consolidated Statements of Stockholders' Equity     HTML    106K 
                (Deficit)                                                        
14: R6          Consolidated Statements of Cash Flows               HTML    131K 
15: R7          Pay vs Performance Disclosure                       HTML     34K 
16: R8          Insider Trading Arrangements                        HTML     28K 
17: R9          Organization and Basis of Presentation              HTML     29K 
18: R10         Summary of Significant Accounting Policies          HTML     81K 
19: R11         Fair Value Measurements                             HTML    158K 
20: R12         Consolidated Balance Sheet Components               HTML     52K 
21: R13         Commitments and Contingencies                       HTML     46K 
22: R14         Term Loan Facilities                                HTML     57K 
23: R15         Stockholders' Equity                                HTML     79K 
24: R16         Stock-Based Compensation                            HTML    143K 
25: R17         Income Taxes                                        HTML    206K 
26: R18         Net Loss Per Share                                  HTML     60K 
27: R19         Subsequent Events                                   HTML     24K 
28: R20         Summary of Significant Accounting Policies          HTML    133K 
                (Policies)                                                       
29: R21         Fair Value Measurements (Tables)                    HTML    158K 
30: R22         Consolidated Balance Sheet Components (Tables)      HTML     53K 
31: R23         Commitments and Contingencies (Tables)              HTML     34K 
32: R24         Term Loan Facilities (Tables)                       HTML     37K 
33: R25         Stockholders' Equity (Tables)                       HTML     57K 
34: R26         Stock-Based Compensation (Tables)                   HTML    130K 
35: R27         Income Taxes (Tables)                               HTML    198K 
36: R28         Net Loss Per Share (Tables)                         HTML     62K 
37: R29         Organization and Basis of Presentation -            HTML     31K 
                Additional Information (Details)                                 
38: R30         Summary of Significant Accounting Policies -        HTML     71K 
                Additional Information (Details)                                 
39: R31         Fair Value Measurements - Summary of Financial      HTML     68K 
                Assets Measured at Fair Value on Recurring Basis                 
                (Details)                                                        
40: R32         Fair Value Measurements - Schedule of Contractual   HTML     29K 
                Maturities of Cash Equivalents and Marketable                    
                Securities (Details)                                             
41: R33         Consolidated Balance Sheet Components - Schedule    HTML     30K 
                of Prepaid and Other Current Assets (Details)                    
42: R34         Consolidated Balance Sheet Components - Schedule    HTML     32K 
                of Accrued Expenses (Details)                                    
43: R35         Commitments and Contingencies - Additional          HTML     57K 
                Information (Details)                                            
44: R36         Commitments and Contingencies - Schedule of Future  HTML     36K 
                Minimum Lease Payments Under Non-cancellable                     
                Operating Lease Obligations (Details)                            
45: R37         Term Loan Facilities - Additional Information       HTML    128K 
                (Details)                                                        
46: R38         Term Loan Facilities - Schedule of Maturities of    HTML     48K 
                Principal Obligations (Details)                                  
47: R39         Stockholders' Equity - Schedule of Shares of        HTML     43K 
                Common Stock Available for Future Issuance                       
                (Details)                                                        
48: R40         Stockholders' Equity - Additional Information       HTML     94K 
                (Details)                                                        
49: R41         Stockholders' Equity - Schedule of Outstanding      HTML     42K 
                Warrants to Purchase Shares of Common Stock                      
                (Details)                                                        
50: R42         Stock-Based Compensation - Additional Information   HTML    103K 
                (Details)                                                        
51: R43         Stock-Based Compensation - Summary of Stock Option  HTML     68K 
                Activity (Details)                                               
52: R44         Stock-Based Compensation - Summary of Estimated     HTML     48K 
                Fair Value of Stock Options Granted Using                        
                Black-Scholes Option-Pricing Model (Details)                     
53: R45         Stock-Based Compensation - Summary of Restricted    HTML     52K 
                Stock and Performance Stock Unit Activity                        
                (Details)                                                        
54: R46         Stock-Based Compensation - Summary of Stock-Based   HTML     29K 
                Compensation (Details)                                           
55: R47         Income Taxes - Summary of Statutory Tax Rates       HTML     31K 
                Applicable to Income of Company and Subsidiaries                 
                (Details)                                                        
56: R48         Income Taxes - Summary of Income Tax (Expense)      HTML     44K 
                Benefit (Details)                                                
57: R49         Income Taxes - Summary of Components of Deferred    HTML     52K 
                Tax Assets (Details)                                             
58: R50         Income Taxes - Additional Information (Details)     HTML     60K 
59: R51         Income Taxes - Summary of Loss from Operations      HTML     33K 
                Before Taxes on Income (Details)                                 
60: R52         Income Taxes - Summary of Reconciliation of Income  HTML     46K 
                Tax (Expense) Benefit Statutory Tax Rate to                      
                Effective Tax Rate (Details)                                     
61: R53         Income Taxes - Summary of a Reconciliation of The   HTML     29K 
                Beginning And Ending Amount of Unrecognized Tax                  
                Benefits (Details)                                               
62: R54         Net Loss Per Share - Schedule of Weighted-average   HTML     34K 
                Shares Outstanding Used to Calculate Basic and                   
                Diluted Net Loss Per Share (Details)                             
63: R55         Net Loss Per Share - Schedule of Outstanding        HTML     37K 
                Potentially Dilutive Securities Excluded From                    
                Calculation of Diluted Net Loss (Details)                        
64: R56         Net Loss Per Share -Schedule of Outstanding         HTML     26K 
                Potentially Dilutive Securities Excluded From                    
                Calculation of Diluted Net Loss (Parenthetical)                  
                (Details)                                                        
66: XML         IDEA XML File -- Filing Summary                      XML    129K 
69: XML         XBRL Instance -- etnb-20231231_htm                   XML   2.25M 
65: EXCEL       IDEA Workbook of Financial Report Info              XLSX    148K 
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                Linkbases Document -- etnb-20231231                              
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68: ZIP         XBRL Zipped Folder -- 0000950170-24-024008-xbrl      Zip   3.87M 


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97.1  

Exhibit 97.1

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INCENTIVE COMPENSATION CLAWBACK POLICY

 

Recoupment of Incentive-Based Compensation

It is the policy of 89bio, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non- compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements (each as defined below). This Incentive Compensation Clawback Policy (this “Policy”) has been adopted by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) effective October 2, 2023 (the “Effective Date”). The Committee may amend or change the terms of this Policy at any time for any reason, including as required to comply with any laws, rules, regulations and listing standards that may be applicable to the Company.

Policy Administration and Definitions

This Policy is administered by the Committee and is intended to comply with, and as applicable to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Rule 5608 adopted by the Nasdaq Stock Market (“Nasdaq”) to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”).

For purposes of this Policy:

Covered Executive” means any “executive officer” of the Company as defined under Rule 10D-1.
A “Financial Reporting Measure” is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation” means any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a Financial Reporting Measure that was Received by a person (i) on or after the Effective Date and after the person began service as a Covered Executive, and (ii) who served as a Covered

 


 

Executive at any time during the performance period for the Incentive-Based Compensation.

Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant Financial Reporting Measure is attained, regardless of when the compensation is actually paid or awarded.
Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy and any transition period of less than nine months that is within or immediately following such three fiscal years, all as determined pursuant to Rule 10D-1.

Determination by the Committee

If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined on a pre-tax basis (i.e., without regard to any taxes paid with respect to such compensation). The Company will maintain and will provide to Nasdaq documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.

 

Methods of Clawback

The Company may effect any recovery pursuant to this Policy in any manner consistent with applicable law, including by requiring payment of such amount(s) to the Company, by set- off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the Nasdaq listing rules and not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.

 

2


 

Not Exclusive Remedy

Any right of recoupment or recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company (including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002); provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to this Policy. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to this Policy, nor will the Company pay or agree to pay any insurance premium to cover any such loss.

 

Certification

All Covered Executives subject to this Policy will be required to certify their understanding of and intent to comply with this Policy periodically.

 

3


 

ACKNOWLEDGMENT AND CERTIFICATION

By signing below, the undersigned covered executive (the “Covered Executive”) acknowledges and confirms that the Covered Executive has received and reviewed a copy of the 89bio, Inc. (the “Company”) Incentive Compensation Clawback Policy (the “Policy”), and in addition, the Covered Executive acknowledges and agrees that, for good and valid consideration, including continuing participation in the Company’s incentive compensation programs, the receipt and sufficiency of which the Covered Executive hereby acknowledges, the Covered Executive will be bound by and abide by the Policy as follows:

(a)
the Covered Executive is and will continue to be subject to the Policy and the Policy will apply both during and after the Covered Executive’s employment with the Company;

 

(b)
to the extent necessary to comply with the Policy, the Company hereby amends any employment agreement, equity award agreement or similar agreement that the Covered Executive is a party to with the Company;

 

(c)
the Covered Executive shall abide by the terms of the Policy, including, without limitation, by returning any compensation to the Company to the extent required by, and in a manner permitted by, the Policy, and understands and agrees that the Company is not permitted to, and will not, indemnify the Covered Executive for the loss of any compensation that is subject to recovery by the Company;

 

(d)
any amounts payable to the Covered Executive shall be subject to the Policy as may be in effect and interpreted or modified from time to time in the sole discretion of the Compensation Committee of the Company’s Board of Directors (the “Committee”) or as required by applicable law or the requirements of any securities exchange on which the Company’s securities are listed, and that such interpretation or modification will be covered by this acknowledgment;

 

(e)
the Company may recover compensation paid to the Covered Executive through any method of recovery the Committee or its delegate deems appropriate, including without limitation by reducing any amount that is or may become payable to the Covered Executive, and the Covered Executive agrees to comply with any request or demand for repayment by the Company in order to comply with the Policy; and

 

(f)
the Company is not responsible for and shall not make the Covered Executive whole for any effect under any tax law or regulation of the recovery of any compensation pursuant to the Policy, or for any taxes paid by the Covered Executive on compensation that is subject to recovery or is recovered pursuant to the Policy.

 

 

Signature

 

Print Name

 

Date

 

 



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/1/24None on these Dates
For Period end:12/31/23
10/2/23
 List all Filings 


19 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/08/23  89bio, Inc.                       8-K:1,9    12/06/23   13:553K                                   Donnelley … Solutions/FA
11/14/23  89bio, Inc.                       8-K:5,9    11/09/23   11:321K                                   Donnelley … Solutions/FA
 6/09/23  89bio, Inc.                       8-K:5,9     6/05/23   11:170K                                   Donnelley … Solutions/FA
 5/08/23  89bio, Inc.                       10-Q        3/31/23   55:8.1M                                   Donnelley … Solutions/FA
 3/15/23  89bio, Inc.                       S-8         3/15/23    5:201K                                   Donnelley … Solutions/FA
 2/16/23  89bio, Inc.                       8-K:1,9     2/15/23   12:211K                                   Donnelley … Solutions/FA
 2/02/23  89bio, Inc.                       8-K/A:1,2,3 1/04/23   11:248K                                   Donnelley … Solutions/FA
 1/06/23  89bio, Inc.                       8-K:1,2,3,9 1/04/23   11:795K                                   Donnelley … Solutions/FA
11/10/22  89bio, Inc.                       10-Q        9/30/22   59:8M                                     ActiveDisclosure/FA
 7/01/22  89bio, Inc.                       8-K:1,9     6/28/22   14:629K                                   Donnelley … Solutions/FA
11/12/21  89bio, Inc.                       10-Q        9/30/21   45:6.6M                                   ActiveDisclosure/FA
 6/04/21  89bio, Inc.                       8-K:1,2,3,9 5/28/21    3:118K                                   Donnelley … Solutions/FA
 3/25/21  89bio, Inc.                       S-3                    7:952K                                   Donnelley … Solutions/FA
 5/04/20  89bio, Inc.                       8-K:5,9     4/15/20    5:149K                                   Donnelley … Solutions/FA
 4/13/20  89bio, Inc.                       8-K:1,2,3,9 4/07/20    3:457K                                   Donnelley … Solutions/FA
 3/18/20  89bio, Inc.                       10-K       12/31/19   75:10M                                    ActiveDisclosure/FA
11/15/19  89bio, Inc.                       8-K:5,9    11/13/19    3:162K                                   Donnelley … Solutions/FA
10/28/19  89bio, Inc.                       S-1/A                 12:6.6M                                   Donnelley … Solutions/FA
10/11/19  89bio, Inc.                       S-1                   19:6.5M                                   Donnelley … Solutions/FA
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