PART I [Business](index=4&type=section&id=Item%201.%20Business) BioAtla develops Conditionally Active Biologics (CABs) for solid tumors, with lead ADCs BA3011 and BA3021 in Phase 2 trials, leveraging acidic tumor microenvironments to reduce toxicity [Overview](index=4&type=section&id=Overview) BioAtla develops CABs for solid tumors, utilizing the acidic tumor microenvironment for selective binding to reduce toxicity, with lead candidates BA3011 and BA3021 in Phase 2 trials - The company develops highly specific and selective antibody-based therapeutics (CABs) that target the acidic tumor microenvironment to treat solid tumors, aiming to reduce toxicity in healthy tissue[11](index=11&type=chunk) - BioAtla has initiated potentially registration-enabling Phase 2 trials for its two most advanced antibody-drug conjugate (ADC) product candidates, BA3011 (targeting AXL) and BA3021 (targeting ROR2), across multiple cancer indications including sarcoma, NSCLC, and melanoma[12](index=12&type=chunk) - The company is collaborating with BeiGene to initiate Phase 1 trials in 2021 for its immuno-oncology antibody, BA3071 (targeting CTLA-4), which is designed to overcome the toxicity limitations of existing anti-CTLA-4 therapies[13](index=13&type=chunk) [Our Pipeline](index=6&type=section&id=Our%20pipeline) BioAtla's pipeline features CAB ADCs BA3011 (AXL) and BA3021 (ROR2) in Phase 2, CAB antibody BA3071 (CTLA-4) in Phase 1, and preclinical bispecifics, with plans for multiple IND submissions by 2022 BioAtla Product Pipeline Summary | Product Candidate | Target | Modality | Development Stage | Indications | | :--- | :--- | :--- | :--- | :--- | | **BA3011** | AXL | CAB ADC | Phase 2 | Soft Tissue & Bone Sarcoma, NSCLC, Ovarian Cancer | | **BA3021** | ROR2 | CAB ADC | Phase 2 | NSCLC, Melanoma, Ovarian Cancer | | **BA3071** | CTLA-4 | CAB Antibody | Phase 1 (planned 2021) | Multiple Solid Tumors | | **BA3182** | EpCAM x CD3 | CAB Bispecific | IND-Enabling | Solid Tumors | | **BA3142** | B7-H3 x CD3 | CAB Bispecific | IND-Enabling | Solid Tumors | | **Multiple Candidates** | EGFR x CD3, Nectin-4 x CD3 | CAB Bispecific | Preclinical / Discovery | Solid Tumors | - The company has developed a quantitative biomarker assay, the AXL Tumor membrane Percent Score (TmPS), to identify patients most likely to respond to BA3011, based on the level of AXL expression on the tumor membrane[19](index=19&type=chunk) - BioAtla has advanced two CAB bispecific antibody candidates, BA3182 (EpCAM x CD3) and BA3142 (B7-H3 x CD3), into IND-enabling studies in the second half of 2020, with a goal to submit up to four US INDs in 2022 for its bispecific or ADC molecules[33](index=33&type=chunk)[147](index=147&type=chunk) [Our Strategy](index=9&type=section&id=Our%20strategy) BioAtla's strategy involves advancing lead CAB candidates BA3011 and BA3021 to commercialization, expanding its pipeline with bispecifics, strengthening IP, and forming strategic collaborations to maximize platform value - Advance lead candidates BA3011 and BA3021 through potentially registration-enabling Phase 2 trials and toward commercialization, using quantitative biomarker assays (TmPS) to select patients[34](index=34&type=chunk) - Leverage the CAB technology to develop a broad pipeline of new molecules, including bispecific T cell engagers and immuno-oncology antibodies[34](index=34&type=chunk) - Maintain and strengthen its intellectual property portfolio, which as of December 31, 2020, included **492 patents and patent applications**[34](index=34&type=chunk) - Selectively enter into strategic collaborations for specific geographic regions, indications, or combinations to maximize the value of its platform, similar to the existing collaboration for BA3071[35](index=35&type=chunk) [Our Technology](index=10&type=section&id=Our%20technology) BioAtla's CAB technology exploits the acidic tumor microenvironment (Warburg Effect) for pH-dependent, reversible binding, aiming to reduce on-target, off-tumor toxicity and improve pharmacokinetics compared to traditional antibodies - The company's CAB technology leverages the low pH (acidic) conditions of the tumor microenvironment, caused by the Warburg Effect, where cancer cells preferentially use glycolysis for energy, producing lactic acid[41](index=41&type=chunk)[46](index=46&type=chunk) - CAB antibodies are designed to be active and bind to targets in the acidic TME (pH as low as **5.8**) but are reversibly inactivated in the normal physiological environment (pH **7.4**), aiming to reduce systemic toxicity[51](index=51&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) - Potential advantages of the CAB platform over traditional antibodies include a wider therapeutic window, reduced on-target off-tumor toxicity, increased drug exposure to tumors, and improved pharmacokinetics by avoiding target-mediated drug disposition (TMDD)[57](index=57&type=chunk) - In a preclinical non-human primate study, a CAB ADC targeting AXL showed minimal liver toxicity (ALT increase) compared to a sharp increase observed with a traditional AXL ADC, supporting the technology's potential to reduce toxicity[58](index=58&type=chunk) [Clinical Trials](index=15&type=section&id=Clinical%20trials) BioAtla's lead CAB ADCs, BA3011 and BA3021, are in Phase 2 trials, showing partial responses and biomarker correlation, while BA3071 (CTLA-4) is planned for Phase 1, and bispecifics are in IND-enabling studies with reduced systemic toxicity [BA3011 (AXL-Targeting CAB-ADC)](index=15&type=section&id=BA3011) BA3011's Phase 1 trial showed **five partial responses** in 55 patients, particularly with high AXL expression, establishing a 1.8 mg/kg dose, with Phase 2 trials initiated for sarcoma and NSCLC - In the Phase 1 trial, **five patients** achieved a confirmed partial response (PR): **four with sarcomas** and **one with NSCLC**. Antitumor activity showed a correlation with high tumor membrane expression of AXL (TmPS ≥ **70%**)[65](index=65&type=chunk)[67](index=67&type=chunk) - BA3011 was generally well-tolerated, with manageable toxicities consistent with other MMAE-based ADCs. Notably, no adverse events appeared related to on-target injury of normal, AXL-expressing tissues[80](index=80&type=chunk)[81](index=81&type=chunk) - The estimated half-life of BA3011 was approximately **four days**, twice that of a non-CAB AXL ADC (enapotamab vedotin), suggesting decreased target-mediated drug disposition (TMDD)[80](index=80&type=chunk)[87](index=87&type=chunk) - Potentially registration-enabling Phase 2 trials have been initiated for BA3011 in soft-tissue/bone sarcoma (AXL TmPS ≥ **70%**) and in NSCLC (AXL TmPS ≥ **50%**)[92](index=92&type=chunk)[94](index=94&type=chunk)[99](index=99&type=chunk) [BA3021 (ROR2-Targeting CAB-ADC)](index=25&type=section&id=BA3021) BA3021's Phase 1 trial in 59 patients yielded **four partial responses** across NSCLC, melanoma, and head and neck cancer, correlating with ROR2 expression, with Phase 2 trials initiated for melanoma and NSCLC - The Phase 1 trial of BA3021 resulted in **four partial responses**: **two in NSCLC**, **one in metastatic melanoma** (approx. **80% tumor reduction**), and **one in advanced head and neck cancer**[107](index=107&type=chunk)[110](index=110&type=chunk)[114](index=114&type=chunk) - Similar to BA3011, antitumor response in NSCLC patients was associated with high tumor membrane expression of the target, ROR2 (TmPS of at least **70%**)[109](index=109&type=chunk) - BA3021 was generally well-tolerated, with no adverse events appearing to be related to on-target injury of normal, ROR2-expressing tissues. Reported toxicities were consistent with off-target effects of free MMAE[115](index=115&type=chunk)[116](index=116&type=chunk) - A potentially registration-enabling Phase 2 trial has been initiated for BA3021 in melanoma and NSCLC patients who have progressed on prior PD-1/L1 inhibitors and have a ROR2 TmPS of **50%** or more[119](index=119&type=chunk)[122](index=122&type=chunk) [BA3071 (CTLA-4 Targeting CAB Antibody)](index=31&type=section&id=BA3071) BA3071, a CAB anti-CTLA-4 antibody, showed comparable antitumor efficacy to ipilimumab in preclinical models with reduced systemic T cell activation and fewer GI adverse events, with a Phase 1 trial planned for 2021 - In a mouse model, BA3071 demonstrated potent antitumor activity equivalent to an ipilimumab analog, including **two complete responses**[127](index=127&type=chunk)[128](index=128&type=chunk) - Unlike the ipilimumab analog, BA3071 did not lead to systemic stimulation of T cells in peripheral blood in mice, suggesting tumor-restricted activity that may lead to fewer systemic toxicities[130](index=130&type=chunk)[131](index=131&type=chunk) - In a non-human primate toxicity study, the combination of BA3071 and nivolumab was associated with only a **single gastrointestinal adverse event**, compared to **33 events** for the ipilimumab and nivolumab combination[131](index=131&type=chunk)[133](index=133&type=chunk) - The company plans to work with its partner BeiGene to initiate a Phase 1 dose-escalation trial of BA3071 in advanced solid tumor patients in 2021, both as a monotherapy and in combination with tislelizumab (an anti-PD-1 antibody)[135](index=135&type=chunk) [Bispecific Candidates](index=33&type=section&id=Bispecific%20candidates) BioAtla is developing CAB bispecific T-cell engagers for tumor-restricted activation, with preclinical data showing potent antitumor activity and reduced systemic toxicity, advancing BA3182 and BA3142 into IND-enabling studies - The company's EpCAM x CD3 bispecific antibody with a CAB CD3 binding domain showed potent antitumor activity in a mouse xenograft model, comparable to a conventional bispecific[136](index=136&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) - In non-human primates, the EpCAM x CAB CD3 bispecific led to much lower levels of systemic IL-6, an inflammatory cytokine, and significantly better safety (**no deaths**) compared to a conventional EpCAM x CD3 bispecific, which caused severe toxicities and death at the same dose levels[140](index=140&type=chunk)[142](index=142&type=chunk) - Two CAB bispecific antibody candidates, BA3182 (EpCAM x CD3) and BA3142 (B7-H3 x CD3), were advanced into IND-enabling studies in the second half of 2020[147](index=147&type=chunk) [Competition](index=36&type=section&id=Competition) BioAtla faces intense competition in the biopharmaceutical industry, particularly in the ADC space with **10 approved** and **60 in clinical development** as of February 2020, from entities with significantly greater resources - The company faces substantial competition from a wide variety of institutions, including large biopharmaceutical companies and specialty biotechnology companies with greater financial and development resources[149](index=149&type=chunk)[152](index=152&type=chunk) - As of February 2020, there were **10 approved ADCs** and approximately **60 ADCs in clinical development**, representing a key area of competition for BA3011 and BA3021[150](index=150&type=chunk) - The company faces direct competition on specific targets, such as from NBE-Therapeutics AG, which is also developing therapies for ROR2, the target of BA3021[150](index=150&type=chunk) [Manufacturing](index=37&type=section&id=Manufacturing) BioAtla relies entirely on third-party CMOs for all manufacturing, from preclinical to potential commercial stages, to maintain an efficient infrastructure and focus on core development - The company does not own or operate manufacturing facilities and relies on third-party contract manufacturing organizations (CMOs) for all production of its product candidates for preclinical and clinical trials[156](index=156&type=chunk) - This outsourcing strategy is intended to maintain an efficient infrastructure, eliminating the need for investment in internal manufacturing facilities and allowing focus on product development[156](index=156&type=chunk) [Collaborations](index=37&type=section&id=Collaborations) BioAtla strategically collaborates, notably with BeiGene for BA3071, receiving a **$20 million** upfront payment and potential milestones/royalties, while also out-licensing technology for specific fields and territories - Entered a global collaboration with BeiGene for BA3071, receiving a **$20 million** upfront payment and **$5 million** for manufacturing costs. BeiGene is responsible for all global development, manufacturing, and commercialization costs[158](index=158&type=chunk)[160](index=160&type=chunk) - Under the BeiGene agreement, BioAtla is eligible for up to **$225.5 million** in development, regulatory, and commercial milestones, plus tiered royalties ranging from high-single digits to low twenties on worldwide sales[160](index=160&type=chunk) - The company has out-licensed its technology for specific fields or territories through exclusive agreements with Inversagen (aging-related diseases), Himalaya Therapeutics (Greater China), BioAtla Holdings (CAR-T), and EXUMA Biotech (specific CAR-T targets)[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[168](index=168&type=chunk) [Intellectual Property](index=40&type=section&id=Intellectual%20property) BioAtla's IP portfolio, comprising **492 patents and applications** as of December 31, 2020, protects its CAB technology and product candidates, with key composition of matter patents expiring no earlier than 2037-2039 - As of December 31, 2020, the company's intellectual property portfolio includes **492 patents and patent applications**, comprising **257 issued patents**, **9 allowed applications**, and **226 pending applications**[172](index=172&type=chunk) - Composition of matter claims for BA3011 and BA3021, if issued, would not expire before **2037**. For BA3071, they would not expire before **2039**[184](index=184&type=chunk)[185](index=185&type=chunk) - The company holds **14 issued U.S. patents** covering various aspects of the manufacturing methods used to generate CAB antibodies, with patent terms expiring from **2030 to 2036**[186](index=186&type=chunk) [Government Regulation and Product Approval](index=44&type=section&id=Government%20regulation%20and%20product%20approval) BioAtla's biologics face extensive FDA and international regulation, requiring preclinical, IND, and multi-phase clinical trials for BLA approval, with potential for expedited programs and ongoing post-market compliance - Biologic products are regulated in the U.S. by the FDA under the FDCA and PHSA, requiring approval of a Biologics License Application (BLA) before marketing[191](index=191&type=chunk) - The development process involves extensive preclinical testing (GLP), submission of an IND, and three sequential phases of clinical trials (GCP) to establish safety and efficacy[192](index=192&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The FDA offers expedited programs such as Fast Track, Breakthrough Therapy, Priority Review, and Accelerated Approval for drugs that address serious conditions and unmet medical needs[213](index=213&type=chunk)[214](index=214&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - In the European Union, marketing authorization requires submitting an MAA to the EMA via a centralized procedure for biologics, which involves a **210-day** evaluation period by the CHMP[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) - If a companion diagnostic is essential for the safe and effective use of a product, the FDA generally requires simultaneous approval of the diagnostic with the therapeutic product[230](index=230&type=chunk) [Human Capital Management](index=60&type=section&id=Human%20Capital%20Management) As of December 31, 2020, BioAtla had **36 employees** and **18 contractors** in China, with a compensation program focused on attracting talent through salary, bonuses, and equity, while promoting diversity and development - As of December 31, 2020, the company had **36 employees** and **18 independent contractors in China**. None of the employees are subject to a collective bargaining agreement[282](index=282&type=chunk) - Compensation includes base salary, annual incentive bonuses, and long-term equity awards to align employee and stockholder interests[284](index=284&type=chunk) - The company promotes diversity and inclusion, focusing on providing a safe work environment, equal employment opportunity, and learning and development opportunities[285](index=285&type=chunk) [Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) BioAtla faces significant risks including historical losses, need for capital, reliance on its CAB platform and clinical success, intense competition, regulatory hurdles, third-party dependencies, IP challenges, and COVID-19 impacts - The company has a history of significant losses (**$35.9 million in 2020**) and expects to continue incurring them, requiring substantial additional capital to finance operations[291](index=291&type=chunk)[293](index=293&type=chunk)[296](index=296&type=chunk) - Success is substantially dependent on the proprietary CAB technology platform; any failure or adverse event related to the platform could have a detrimental impact on all product candidates[291](index=291&type=chunk)[306](index=306&type=chunk) - The company faces risks of clinical trial delays or failures, and positive early-stage results may not be predictive of late-stage outcomes. The FDA has not opined on whether the current Phase 2 trials will be sufficient for approval[291](index=291&type=chunk)[303](index=303&type=chunk)[318](index=318&type=chunk) - Reliance on third parties for collaborations (e.g., BeiGene), clinical trial conduct, and manufacturing presents risks related to performance, supply chain disruptions, and regulatory compliance[445](index=445&type=chunk)[454](index=454&type=chunk)[456](index=456&type=chunk) - The COVID-19 pandemic poses a risk of significant disruption to preclinical studies and clinical trials, which could delay or prevent regulatory approvals[292](index=292&type=chunk)[441](index=441&type=chunk) [Unresolved Staff Comments](index=119&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - The company states that this item is not applicable[557](index=557&type=chunk) [Properties](index=120&type=section&id=Item%202.%20Properties) BioAtla leases its **43,377 square feet** headquarters in San Diego, California, with the current lease terminating on February 28, 2025 - The company leases approximately **43,377 square feet** of office and laboratory space for its headquarters in San Diego, California[558](index=558&type=chunk) - The current lease for its headquarters terminates on **February 28, 2025**[558](index=558&type=chunk) [Legal Proceedings](index=120&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings deemed to have a material adverse effect on its business or financial condition - The company is not currently a party to any material legal proceedings[559](index=559&type=chunk) [Mine Safety Disclosures](index=120&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports this item as not applicable due to the absence of mining operations - The company states that this item is not applicable[560](index=560&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=119&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) BioAtla's common stock (BCAB) began trading on Nasdaq on December 16, 2020; the company has never paid dividends and completed a **$72.5 million** Series D preferred stock sale and a **$217.4 million** IPO in 2020 - The company's common stock began trading on the Nasdaq Global Market under the symbol **"BCAB"** on **December 16, 2020**[561](index=561&type=chunk) - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future, intending to retain earnings for business growth[563](index=563&type=chunk) - On July 13, 2020, the company sold approximately **140.6 million shares** of Series D preferred stock for aggregate proceeds of **$72.5 million** in an unregistered transaction[565](index=565&type=chunk) - The IPO on December 15, 2020, involved the sale of **12,075,000 shares** at **$18.00 per share**, generating gross proceeds of **$217.4 million**[569](index=569&type=chunk) [Selected Financial Data](index=120&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable as it is a smaller reporting company[571](index=571&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=121&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) BioAtla reported a **$35.9 million** net loss in 2020, driven by decreased collaboration revenue and increased G&A, partially offset by reduced R&D, with **$238.6 million** cash expected to fund operations through 2022 [Results of Operations](index=126&type=section&id=Results%20of%20operations) BioAtla's net loss increased to **$35.9 million** in 2020, primarily due to a **$4.8 million** decrease in collaboration revenue and a **$3.0 million** rise in G&A expenses, partially offset by a **$6.0 million** R&D reduction Comparison of Operations (Years Ended Dec 31) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Collaboration Revenue | $429 | $5,200 | $(4,771) | | Research & Development | $19,933 | $25,919 | $(5,986) | | General & Administrative | $10,595 | $7,549 | $3,046 | | Loss from Operations | $(30,099) | $(28,268) | $(1,831) | | Net Loss | $(35,853) | $(29,855) | $(5,998) | - Collaboration revenue decreased primarily due to the amendment of the BeiGene collaboration and the transfer of development obligations to BeiGene. The remaining **$19.8 million** of deferred revenue is expected to be earned upon transfer of know-how and materials[601](index=601&type=chunk) - The decrease in R&D expenses was mainly driven by a **$6.8 million** reduction in external costs as manufacturing activities and Phase 1 trials for BA3011 and BA3021 were nearing completion in late 2019[604](index=604&type=chunk) - The increase in G&A expenses was primarily due to a **$2.3 million** increase in stock-based compensation related to the IPO and a **$0.8 million** increase in personnel expenses[605](index=605&type=chunk) [Liquidity and Capital Resources](index=128&type=section&id=Liquidity%20and%20capital%20resources) BioAtla's cash and cash equivalents surged to **$238.6 million** by December 31, 2020, primarily from **$271.8 million** in financing activities, including IPO and Series D proceeds, expected to fund operations through 2022 - As of December 31, 2020, the company had cash and cash equivalents of **$238.6 million**[612](index=612&type=chunk) Cash Flow Summary (Years Ended Dec 31) | Cash Flow Activity | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Operating Activities | $(36,334) | $(9,645) | | Investing Activities | $(590) | $(1,509) | | Financing Activities | $271,825 | $3,995 | - Net cash from financing activities in 2020 included **$200.2 million** from the IPO and **$68.2 million** from the Series D convertible preferred stock issuance[626](index=626&type=chunk)[627](index=627&type=chunk) - The company believes its current cash and cash equivalents are sufficient to fund ongoing operations at least through the end of **2022**[618](index=618&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=135&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable as it is a smaller reporting company[649](index=649&type=chunk) [Financial Statements and Supplementary Data](index=136&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements show **$238.6 million** cash and **$210.0 million** equity as of December 31, 2020, with a **$35.9 million** net loss for 2020, reflecting IPO, Series D financing, and corporate reorganization Consolidated Balance Sheet Highlights (as of Dec 31, 2020) | Metric | Amount (in thousands) | | :--- | :--- | | Cash and cash equivalents | $238,605 | | Total Assets | $244,937 | | Total Liabilities | $34,963 | | Total Stockholders' Equity | $209,974 | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2020) | Metric | Amount (in thousands) | | :--- | :--- | | Collaboration Revenue | $429 | | Total Operating Expenses | $30,528 | | Net Loss | $(35,853) | - In July 2020, the company completed a corporate reorganization, converting from an LLC to a Delaware corporation, spinning off Himalaya Therapeutics SEZC, and completing a Series D financing[676](index=676&type=chunk) - In December 2020, the company completed its IPO, selling **12,075,000 shares** of common stock for net proceeds of **$198.3 million**. All outstanding convertible preferred stock was converted into common and Class B common stock[768](index=768&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=174&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None reported[866](index=866&type=chunk) [Controls and Procedures](index=174&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of December 31, 2020; a management report on internal control over financial reporting is not yet required for this newly public company - Management concluded that as of **December 31, 2020**, the company's disclosure controls and procedures were effective at the reasonable assurance level[867](index=867&type=chunk) - A management report on internal control over financial reporting is not included, as permitted for newly public companies[868](index=868&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended **December 31, 2020**[869](index=869&type=chunk) [Other Information](index=174&type=section&id=Item%209B.%20Other%20Information) Co-founder Carolyn Anderson Short will depart effective May 31, 2021, receiving severance benefits including **18 months** of base salary and accelerated equity vesting - On **March 18, 2021**, co-founder and Chief of Intellectual Property & Strategy, Carolyn Anderson Short, agreed to depart the company effective **May 31, 2021**[870](index=870&type=chunk) - Ms. Short's transition agreement includes severance benefits such as a lump sum payment equal to **18 months** of base salary and accelerated full vesting of her time-vesting equity awards[871](index=871&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=175&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2021 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's upcoming Proxy Statement[872](index=872&type=chunk) [Executive Compensation](index=175&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the company's 2021 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's upcoming Proxy Statement[874](index=874&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=175&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management is incorporated by reference from the company's 2021 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's upcoming Proxy Statement[874](index=874&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=175&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the company's 2021 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's upcoming Proxy Statement[874](index=874&type=chunk) [Principal Accountant Fees and Services](index=175&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Principal accountant fees and services information is incorporated by reference from the company's 2021 Annual Meeting Proxy Statement - Information required by this item is incorporated by reference from the company's upcoming Proxy Statement[874](index=874&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=176&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and an index of exhibits filed with the Annual Report, noting the omission of inapplicable financial statement schedules - This item lists the financial statements and an index of all exhibits filed with the Form 10-K[875](index=875&type=chunk)[876](index=876&type=chunk) [Form 10-K Summary](index=176&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that no Form 10-K summary is provided - None[877](index=877&type=chunk)