ZNTL 10-K Annual Report Dec. 31, 2021 | Alphaminr

Effective Date August 11, 2021

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ZENTALIS PHARMACEUTICALS, INC.

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CIK: 1725160
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1725160/000172516022000187/zntl-20211231.htm
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TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.1 Plan of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) 10-Q 001-39263 2.1 05/15/2020 2.2 Certificate of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) 10-Q 001-39263 2.2 05/15/2020 3.1 Certificate of Incorporation of Zentalis Pharmaceuticals, Inc. S-8 333-237593 4.1 04/07/2020 3.2 Bylaws of Zentalis Pharmaceuticals, Inc. 8-K 001-39263 3.1 03/19/2021 3.3 Second Amended and Restated Limited Liability Company Agreement of Zentalis Pharmaceuticals, LLC S-1 333-236959 3.3 03/06/2020 4.1 Amended and Restated Investors Rights Agreement, dated as of September 6, 2019, by and among Zeno Pharma, LLC and the investors party thereto S-1 333-236959 4.1 03/06/2020 4.2 Specimen of Common Stock Certificate evidencing the shares of common stock S-1 333-236959 4.2 03/06/2020 4.3 Description of Capital Stock 10-K 001-39263 4.3 03/25/21 10.1# Zentalis Pharmaceuticals, LLC 2017 Profits Interest Plan, as amended, and form of profit interest award agreement thereunder S-1 333-236959 10.1 03/06/2020 10.2.1# 2020 Incentive Award Plan and form of option agreement and restricted stock unit agreement thereunder S-1/A 333-236959 10.2 03/30/2020 10.2.2 Amendment No. 1 to the Zentalis Pharmaceuticals, Inc. 2020 Incentive Award Plan 10-Q 001-39263 10.3 05/17/2021 10.3# Non-Employee Director Compensation Program * 10.4# 2020 Employee Stock Purchase Plan. S-8 333-254506 99.1 03/19/2021 10.5# Form of Conversion Restricted Stock Award Agreement for former Class B Common Unit Holders S-1/A 333-236959 10.5 03/30/2020 10.6# Form of Indemnification Agreement for Directors and Officers S-1/A 333-236959 10.6 03/30/2020 10.7 Lease Agreement, dated April 12, 2019, between Zeno Management, Inc. and G&S Realty 1, LLC S-1 333-236959 10.7 03/06/2020 10.8 Sublease Agreement, dated September 16, 2019, between Zeno Management, Inc. and Lundbeck La Jolla Research Center, Inc. S-1 333-236959 10.8 03/06/2020 10.9.1 Lease Agreement, dated November 12, 2015, between the Registrant and BMR-Road to the Cure, LP S-1 333-236959 10.9 03/06/2020 10.9.2 First Amendment to Lease Agreement, dated December 6, 2018, between the Registrant and BMR-Road to the Cure, LP S-1 333-236959 10.1 03/06/2020 10.10.1 Lease Agreement, dated January 14, 2020, between Zeno Management, Inc. and ARE-SD Region NO. 44, LLC S-1 333-236959 10.11 03/06/2020 10.10.2 Agreement for Termination of Lease and Voluntary Surrender of Premises, dated July 14, 2020, by and between Zeno Management, Inc. and ARE-SD-Region NO. 44, LLC S-1/A 333-240115 10.23 07/28/2020 10.11.1 Lease, effective September 30, 2020, between Zentalis Pharmaceuticals, Inc. and TPSC IX, LLC 8-K 001-39263 10.1 10/02/2020 10.11.2 Partial Lease Termination Agreement and First Amendment to Lease, effective September 16, 2021, by and between Zentalis Pharmaceuticals, Inc. and TPSC IX, LLC 10-Q 001-39263 10.1 11/20/2021 10.12 Lease, effective March 24, 2021, between Zentalis Pharmaceuticals, Inc. and ESRT 1359 BROADWAY, L.L.C. 10-K 001-39263 10.12 3/25/2021 10.13# Second Amended and Restated Employment Agreement, effective as of October 1, 2020, between Zeno Management Inc. and Anthony Y. Sun, M.D. 8-K 001-39263 10.2 10/02/2020 10.14# Amended and Restated Employment Agreement, effective as of October 1, 2020, between Zeno Management, Inc. and Kevin Bunker, Ph.D. 8-K 001-39263 10.3 10/02/2020 10.15# Amended and Restated Employment Agreement, effective as of October 1, 2020, between Zeno Management Inc. and Melissa Epperly 8-K 001-39263 10.4 10/02/2020 10.16# Employment Agreement, effective as of July 20, 2020, between Zeno Management, Inc. and Alexis Pinto 10-Q 001-39263 10.7 11/09/2020 10.17# Employment Agreement, dated March 25, 2020, by and between Zeno Management, Inc. and Dimitris Voliotis, M.D. S-1/A 333-236959 10.2 03/30/2020 10.18# Employment Agreement, effective as of October 1, 2020, between Zeno Management, Inc. and Cam Gallagher 10-Q 001-39263 10.6 11/09/2020 10.19.1 Second Amended and Restated License Agreement, dated September 6, 2019, between the Registrant and Recurium IP Holdings, LLC S-1 333-236959 10.2 03/06/2020 10.19.2 Greater China Amendment to the Second Amended and Restated License Agreement, dated May 19, 2020, by and between Zeno Management, Inc. and Recurium IP Holdings, LLC 10-Q 001-39263 10.3 08/13/2020 21.1 List of Subsidiaries of Zentalis Pharmaceuticals, Inc. * 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. * 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). * 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. **

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Owner	Position	Direct Shares	Indirect Shares