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Alector, Inc. – ‘10-K/A’ for 12/31/20

On:  Monday, 3/29/21, at 4:01pm ET   ·   For:  12/31/20   ·   Accession #:  1564590-21-16109   ·   File #:  1-38792

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

 3/29/21  Alector, Inc.                     10-K/A     12/31/20   11:369K                                   ActiveDisclosure/FA

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                          HTML     62K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     14K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     14K 
 8: R1          Document and Entity Information                     HTML     75K 
10: XML         IDEA XML File -- Filing Summary                      XML     11K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      7K 
 4: EX-101.INS  XBRL Instance -- alec-20201231                       XML     26K 
 6: EX-101.LAB  XBRL Labels -- alec-20201231_lab                     XML     87K 
 7: EX-101.PRE  XBRL Presentations -- alec-20201231_pre              XML     52K 
 5: EX-101.SCH  XBRL Schema -- alec-20201231                         XSD     18K 
11: ZIP         XBRL Zipped Folder -- 0001564590-21-016109-xbrl      Zip      8K 


‘10-K/A’   —   Amendment to Annual Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Exhibits, Financial Statement Schedules
"Signatures

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Amendment No. 1

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-38792

Alector, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware

 

001-38792

 

82-2933343

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

131 Oyster Point Blvd, Suite 600

South San Francisco, California 94080

(Address of principal executive offices, including zip code)

(415) 231-5660
(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

ALEC

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,375.6 million, based on the closing price of the registrant’s common stock, as reported by the Nasdaq Global Select Market on June 30, 2020 of $24.44 per share.

The number of shares of the registrant’s Common Stock outstanding as of February 15, 2021 was 79,584,442.

Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s 2020 fiscal year ended December 31, 2020.

 

 

 

 

 


 

 

 

 

Alector, Inc.

Annual Report on Form 10-K/A

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

PART IV

 

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

2

 

Signatures

 

4

 

 

 

 

 

 

i


 

 

Explanatory Note

This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of Alector, Inc. (the “Company”) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2021 (the “Form 10-K”).

This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 31.1 and 31.2 to comply with Section 302 of the Sarbanes-Oxley Act of 2002. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.


1


 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

 

 

 

 

 

 

 

 

Incorporated by Reference

 

Number

Exhibit Title

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-38792

3.1

2/11/2019

 

3.2

Amended and Restated Bylaws of the Registrant.

8-K

001-38792

3.1

10/6/2020

 

4.1

Amended and Restated Registration Rights Agreement among the Registrant and certain of its stockholders, dated April 26, 2018.

S-1

333-229152

4.1

1/7/2019

 

4.2

Specimen common stock certificate of the Registrant.

S-1

333-229152

4.2

1/7/2019

 

4.3

Description of securities of the Registrant.

10-K

001-38792

4.3

2/25/2021

 

10.1+

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

S-1

333-229152

10.1

1/7/2019

 

10.2+

2017 Stock Option and Grant Plan, as amended, and forms of agreement thereunder.

S-1

333-229152

10.2

1/7/2019

 

10.3+

2019 Equity Incentive Plan and forms of agreements thereunder.

S-1

333-229152

10.3

1/7/2019

 

10.4+

2019 Employee Stock Purchase Plan

S-1

333-229152

10.4

1/7/2019

 

10.5+

Confirmatory Offer Letter between the Registrant and Arnon Rosenthal, Ph.D.

S-1/A

333-229152

10.5

1/29/2019

 

10.6+

Confirmatory Offer Letter between the Registrant and Robert Paul, M.D., Ph.D.

S-1/A

333-229152

10.6

1/29/2019

 

10.7+

Confirmatory Offer Letter between the Registrant and Robert King, Ph.D.

S-1/A

333-229152

10.7

1/29/2019

 

10.8+

Confirmatory Offer Letter between the Registrant and Sabah Oney, Ph.D.

S-1/A

333-229152

10.8

1/29/2019

 

10.9+

Confirmatory Offer Letter between the Registrant and Calvin Yu.

S-1/A

333-229152

10.9

1/29/2019

 

10.10+

Executive Incentive Compensation Plan.

S-1

333-229152

10.10

1/7/2019

 

10.11+

Outside Director Compensation Policy.

10-K

001-38792

10.11

3/24/2020

 

10.12+

Form of Change in Control and Severance Agreement between the Registrant and certain of its executive officers.

S-1

333-229152

10.12

1/7/2019

 

10.13

Lease between the Registrant and HCP Oyster Point III, LLC, dated June 27, 2018.

S-1

333-229152

10.14

1/7/2019

 

2


 

10.14#

Third Amended and Restated Collaboration Agreement between the Registrant and Adimab, dated September 19, 2016, as amended.

S-1

333-229152

10.15

1/7/2019

 

10.15#

Co-Development and Option Agreement between the Registrant and AbbVie Biotechnology, Ltd., dated October 16, 2017.

S-1

333-229152

10.16

1/7/2019

 

10.16#

2019 Collaboration Agreement between the Registrant and Adimab, LLC, dated August 16, 2019.

10-Q

001-38792

10.17

11/12/2019

 

10.17+

Offer Letter between the Registrant and Shehnaaz Suliman, M.D.

8-K

001-38792

99.1

12/11/2019

 

21.1

List of subsidiaries of Registrant.

10-K

001-38792

21.1

2/25/2021

 

23.1

Consent of Independent Registered Public Accounting Firm.

10-K

001-38792

23.1

2/25/2021

 

24.1

Power of Attorney (included on the signature page to the Annual Report on Form 10-K).

10-K

001-38792

24.1

2/25/2021

 

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

X

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

X

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10-K

001-38792

32.1

2/25/2021

 

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10-K

001-38792

32.2

2/25/2021

 

101.INS

XBRL Instance Document

 

 

 

 

X

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

 

 

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

X

101.DEF

Taxonomy Extension Definition Linkbase Document

 

 

 

 

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

X

 

+

Indicated management contract or compensatory plan.

 

#

Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.

 


*

The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K/A are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K/A, irrespective of any general incorporation language contained in such filing.

 

 


3


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

ALECTOR, INC.

 

 

 

 

Date: March 29, 2021

 

By:

/s/ Arnon Rosenthal

 

 

 

Arnon Rosenthal, Ph.D.

 

 

 

Co-founder and Chief Executive Officer

 

4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K/A’ Filing    Date    Other Filings
Filed on:3/29/21
2/25/2110-K,  8-K,  S-8
2/15/21
For Period end:12/31/2010-K
6/30/2010-Q
 List all Filings 


8 Previous Filings that this Filing References

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

 2/25/21  Alector, Inc.                     10-K       12/31/20   63:10M                                    ActiveDisclosure/FA
10/06/20  Alector, Inc.                     8-K:5,9     9/30/20    2:314K                                   ActiveDisclosure/FA
 3/24/20  Alector, Inc.                     10-K       12/31/19   72:10M                                    ActiveDisclosure/FA
12/11/19  Alector, Inc.                     8-K:5,7,9  12/11/19    3:199K                                   ActiveDisclosure/FA
11/12/19  Alector, Inc.                     10-Q        9/30/19   52:7.2M                                   ActiveDisclosure/FA
 2/11/19  Alector, Inc.                     8-K:5,8,9   2/11/19    3:206K                                   Donnelley … Solutions/FA
 1/29/19  Alector, Inc.                     S-1/A                  9:5.7M                                   Donnelley … Solutions/FA
 1/07/19  Alector, Inc.                     S-1                   21:9.3M                                   Donnelley … Solutions/FA
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