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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 |
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 8: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.40M Linkbases Document -- etnb-20231231 67: JSON XBRL Instance as JSON Data -- MetaLinks 542± 839K 68: ZIP XBRL Zipped Folder -- 0000950170-24-024008-xbrl Zip 3.87M
EX-97.1 |
Exhibit 97.1
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:
Executive at any time during the performance period for the Incentive-Based Compensation.
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:
Signature
Print Name
Date
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 3/1/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
10/2/23 | ||||
List all Filings |