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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Puma Biotechnology, Inc. 10-K 12/31/23 90:9.8M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.32M
2: EX-21.1 Subsidiaries List HTML 25K
3: EX-23.1 Consent of Expert or Counsel HTML 24K
8: EX-97.1 Exhibit 97.1 Puma Biotechnology, Inc. Policy for HTML 38K
Recovery of Erroneously 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
7: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
14: R1 Document And Entity Information HTML 95K
15: R2 Consolidated Balance Sheets HTML 133K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 36K
17: R4 Consolidated Statements of Operations HTML 105K
18: R5 Consolidated Statements of Comprehensive Income HTML 44K
(Loss)
19: R6 Consolidated Statements of Stockholders' Equity HTML 73K
(Deficit)
20: R7 Consolidated Statements of Stockholders' Equity HTML 26K
(Deficit) (Parentheticals)
21: R8 Consolidated Statements of Cash Flows HTML 132K
22: R9 Insider Trading Arrangements HTML 66K
23: R10 Note 1 - Business and Basis of Presentation HTML 38K
24: R11 Note 2 - Significant Accounting Policies HTML 176K
25: R12 Note 3 - Accounts Receivable HTML 37K
26: R13 Note 4 - Prepaid Expenses and Other HTML 40K
27: R14 Note 5 - Property and Equipment HTML 37K
28: R15 Note 6 - Leases HTML 45K
29: R16 Note 7 - Intangible Assets HTML 37K
30: R17 Note 8 - Accrued Expenses HTML 49K
31: R18 Note 9 - Debt HTML 52K
32: R19 Note 10 - Stockholders' Equity (Deficit) HTML 121K
33: R20 Note 11 - 401(k) Savings Plan HTML 29K
34: R21 Note 12 - Income Taxes HTML 112K
35: R22 Note 13 - Commitments and Contingencies HTML 65K
36: R23 Significant Accounting Policies (Policies) HTML 231K
37: R24 Note 2 - Significant Accounting Policies (Tables) HTML 99K
38: R25 Note 3 - Accounts Receivable (Tables) HTML 35K
39: R26 Note 4 - Prepaid Expenses and Other (Tables) HTML 39K
40: R27 Note 5 - Property and Equipment (Tables) HTML 35K
41: R28 Note 6 - Leases (Tables) HTML 42K
42: R29 Note 7 - Intangible Assets (Tables) HTML 38K
43: R30 Note 8 - Accrued Expenses (Tables) HTML 44K
44: R31 Note 9 - Debt (Tables) HTML 43K
45: R32 Note 10 - Stockholders' Equity (Deficit) (Tables) HTML 118K
46: R33 Note 12 - Income Taxes (Tables) HTML 109K
47: R34 Note 1 - Business and Basis of Presentation HTML 48K
(Details Textual)
48: R35 Note 2 - Significant Accounting Policies (Details HTML 107K
Textual)
49: R36 Note 2 - Significant Accounting Policies - HTML 33K
Potentially Dilutive Securities Not Included in
Calculation of Diluted Net Loss per Share
(Details)
50: R37 Note 2 - Significant Accounting Policies - Assets HTML 49K
Measured at Fair Value on Recurring Basis
(Details)
51: R38 Note 2 - Significant Accounting Policies - Summary HTML 54K
of Cash Equivalents and Short-term Investment
(Details)
52: R39 Note 2 - Significant Accounting Policies - HTML 33K
Inventory Balance (Details)
53: R40 Note 2 - Significant Accounting Policies - Other HTML 31K
Current Assets (Details)
54: R41 Note 3 - Accounts Receivable (Details Textual) HTML 26K
55: R42 Note 3 - Accounts Receivable - Schedule of HTML 36K
Accounts Receivable, Net (Details)
56: R43 Note 4 - Prepaid Expenses and Other - Prepaid HTML 45K
Expenses and Other (Details)
57: R44 Note 5 - Property and Equipment (Details Textual) HTML 26K
58: R45 Note 5 - Property and Equipment - Property and HTML 39K
Equipment, Net (Details)
59: R46 Note 6 - Leases (Details Textual) HTML 47K
60: R47 Note 6 - Leases - Future Minimum Lease Payments HTML 36K
Under ASC 842 (Details)
61: R48 Note 6 - Leases - Future Minimum Lease Payments to HTML 32K
be Received (Details)
62: R49 Note 6 - Leases - Supplemental Cash Flow HTML 33K
Information Related to Leases (Details)
63: R50 Note 7 - Intangible Assets - Intangible Assets, HTML 30K
Net (Details)
64: R51 Note 7 - Intangible Assets - Future Amortization HTML 40K
Expense Maturity (Details)
65: R52 Note 8 - Accrued Expenses (Details Textual) HTML 48K
66: R53 Note 8 - Accrued Expenses - Composition of Current HTML 55K
and Long-term Accrued Expenses (Details)
67: R54 Note 9 - Debt (Details Textual) HTML 67K
68: R55 Note 9 - Debt - Schedule of Long Term Debt HTML 33K
(Details)
69: R56 Note 9 - Debt - Schedule of Long Term Debt HTML 26K
(Details) (Parentheticals)
70: R57 Note 9 - Debt - Future Minimum Principal Payments HTML 36K
(Details)
71: R58 Note 9 - Debt - Schedule of Debt Issuance Costs HTML 32K
and Discounts (Details)
72: R59 Note 10 - Stockholders' Equity (Deficit) (Details HTML 98K
Textual)
73: R60 Note 10 - Stockholders' Equity (Deficit) - Fair HTML 34K
Value Options Weighted-Average Assumptions
(Details)
74: R61 Note 10 - Stockholders' Deficit (Deficit) - HTML 34K
Options Award Assumptions (Details)
75: R62 Note 10 - Stockholders' Equity (Deficit) - HTML 35K
Stock-based Compensation Expense (Details)
76: R63 Note 10 - Stockholders' Equity (Deficit) - Stock HTML 67K
Option Activity (Details)
77: R64 Note 10 - Stockholders' Equity (Deficit) - Stock HTML 37K
Options Rollforward (Details)
78: R65 Note 10 - Stockholders' Equity (Deficit) - HTML 47K
Restricted Stock Units (Details)
79: R66 Note 11 - 401(k) Savings Plan (Details Textual) HTML 31K
80: R67 Note 12 - Income Taxes (Details Textual) HTML 42K
81: R68 Note 12 - Income Taxes - Schedule of Income Tax HTML 44K
Expense (Details)
82: R69 Note 12 - Income Taxes - Schedule of Income Tax HTML 44K
Reconciliation (Details)
83: R70 Note 12 - Income Taxes - Components of Net HTML 60K
Deferred Tax Assets (Details)
84: R71 Note 12 - Income Taxes - Reconciliation of HTML 31K
Unrecognized Tax Benefits (Details)
85: R72 Note 13 - Commitments and Contingencies (Details HTML 75K
Textual)
87: XML IDEA XML File -- Filing Summary XML 165K
90: XML XBRL Instance -- pbyi20231231_10k_htm XML 1.98M
86: EXCEL IDEA Workbook of Financial Report Info XLSX 145K
10: EX-101.CAL XBRL Calculations -- pbyi-20231231_cal XML 229K
11: EX-101.DEF XBRL Definitions -- pbyi-20231231_def XML 1.42M
12: EX-101.LAB XBRL Labels -- pbyi-20231231_lab XML 1.26M
13: EX-101.PRE XBRL Presentations -- pbyi-20231231_pre XML 1.47M
9: EX-101.SCH XBRL Schema -- pbyi-20231231 XSD 227K
88: JSON XBRL Instance as JSON Data -- MetaLinks 535± 863K
89: ZIP XBRL Zipped Folder -- 0001437749-24-006121-xbrl Zip 612K
Exhibit 97.1
PUMA BIOTECHNOLOGY, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Puma Biotechnology, 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.
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1. |
Persons Subject to Policy |
This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an Acknowledgment Agreement 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 Agreement shall not negate the application of this Policy to the Officer.
2. Compensation Subject to Policy
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.
3. Recovery of Compensation
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.
4. Manner of Recovery; Limitation on Duplicative Recovery
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, Erroneously Awarded Compensation or time-vesting equity awards, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset 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.
5. Administration
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.
6. Interpretation
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.
7. No Indemnification; No Liability
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.
8. Application; Enforceability
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 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.
9. Severability
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.
10. Amendment and Termination
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.
11. Definitions
“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 committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), 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-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 has (i) 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 Company has a class of 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 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.
| 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 | ||||