nlnk-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended December 31, 2023.

☐ 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 001-35342

LUMOS PHARMA, INC.

(Exact name of Registrant as specified in its Charter)


Delaware						42-1491350
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4200 Marathon Blvd #200
Austin, Texas						78756
(Address of principal executive oﬃces)						(Zip Code)

Registrant’s telephone number, including area code: (512) 215-2630

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LUMO	The Nasdaq Stock Market

Securities registered pursuant to section 12(g) of the Act: None

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

Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Section 13 or Section 15(d) of the Act. Yes o 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 o

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 and post such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 o						Accelerated filer o

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. o

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

Table of Contents

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing sale price of the registrant’s common stock June 30, 2023, as reported by the Nasdaq Global Market, was $21.5 million.

As of March 1, 2024, there were 8,107,121 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be held on May 31, 2024, which will be filed within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Explanatory Note

Lumos Pharma, Inc. is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this "Amended Form 10-K") to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 7, 2024 (the "Original Form 10-K"), to include Exhibit 97.1, which was omitted from the Original Form 10-K.

This Amended Form 10-K also updates, amends and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.3 and 31.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.

Table of Contents

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this report:

(1) Financial Statements: The consolidated financial statements and related notes, together with the report of KPMG LLP, Independent Registered Public Accounting Firm, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report.

(2) Financial Statement Schedules: All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instruction or are inapplicable and, therefore, have been omitted.

(3) Exhibits: The exhibits listed below on the Index to Exhibits are filed or incorporated by reference as part of this Annual Report.

INDEX TO EXHIBITS

Incorporated By Reference

Exhibit Number

Description

Form

Filing Date

Number

Filed Herewith

2.1

†

Agreement and Plan of Merger and Reorganization, dated September 30, 2019, by and among NewLink Genetics Corporation, Cyclone Merger Sub, Inc. and Lumos Pharma, Inc.

8-K

9/20/2019

2.1

2.2

Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated November 19, 2019, by and among NewLink Genetics Corporation, Cyclone Merger Sub, Inc. and Lumos Pharma, Inc.

8-K

11/20/2019

2.1

3.1

Amended and Restated Certificate of Incorporation filed on November 16, 2011, as amended

10-K

3/9/2021

3.1

3.2

Amended and Restated Bylaws

8-K

9/30/2019

3.2

4.1

Form of the Registrant’s Common Stock Certificate

8-K

3/18/2020

4.1

4.2

Description of Securities

10-K

3/9/2021

4.2

10.1

†

Controlled Equity OfferingSM Sales Agreement, dated December 30, 2020, between the Registrant and Cantor Fitzgerald & Co.

8-K

12/30/2020

10.1

10.2

†

PRV Transfer Agreement, dated as of July 27, 2020, by and between the Registrant and Merck, Sharp & Dohme Corp.

10-Q

8/14/2020

10.1

10.3

†

License Agreement by and between Merck Sharp & Dohme Corp. and Ammonett Pharma LLC, effective as of October 22, 2013

8-K/A

5/29/2020

10.1

10.4

†

Amendment No. 1 as of August 12, 2020 to Lumos Merck Agreement with Merck

10-Q

8/14/2020

10.2

10.5

†

Asset Purchase Agreement by and among Lumos Pharma, Inc., Ammonett Pharma LLC, and each of certain individuals listed, effective July 26, 2018

8-K/A

5/29/2020

10.2

10.6

Amended and Restated 2009 Equity Incentive Plan

S-1

12/21/2010

10.6

10.7

Form of Stock Option Agreement under 2009 Equity Incentive Plan

S-1

12/21/2010

10.7

10.8

Form of Stock Option Grant Notice under 2009 Equity Incentive Plan

S-1

12/21/2010

10.8

10.9

Form of Restricted Stock Unit Award Agreement under the 2009 Equity Incentive Plan, as amended

10-Q

8/5/2014

10.6

10.10

Form of Restricted Stock Unit Grant Notice [Four Year Annual Vesting] under the 2009 Equity Incentive Plan, as amended

10-Q

8/5/2014

10.7

10.11

Form of Restricted Stock Unit Grant Notice [Immediately Vested] under the 2009 Equity Incentive Plan, as amended

10-Q

8/5/2014

10.8

10.12

2010 Employee Stock Purchase Plan

8-K

5/14/2013

10.2

10.13

2010 Non-Employee Directors' Stock Award Plan, as amended

10-Q

11/8/2016

10.1

10.14

Form of Restricted Stock Unit Award Agreement under the 2010 Non-Employee Directors' Stock Award Plan, as amended

10-Q

8/5/2014

10.4

Table of Contents

10.15

Form of Restricted Stock Unit Grant Notice under the 2010 Non-Employee Directors' Stock Award Plan, as amended

10-Q

8/5/2014

10.5

10.16

Lumos Pharma, Inc. 2012 Equity Incentive Plan

8-K

3/18/2020

10.1

10.17

2012 Equity Incentive Plan Form of Incentive Stock Option Agreement

8-K

3/18/2020

10.2

10.18

Lumos Pharma, Inc. 2016 Equity Incentive Plan

8-K

3/18/2020

10.3

10.19

2016 Form of Stock Option Agreement

8-K

3/18/2020

10.4

10.20

Form of Indemnity Agreement by and between the Registrant and its directors and officers

10-K

3/9/2021

10.20

10.21

Employment Agreement, dated as of March 27, 2020, by and between the Registrant and Richard Hawkins

8-K

4/2/2020

10.1

10.22

Employment Agreement, dated as of March 27, 2020, by and between the Registrant and John McKew

8-K

4/2/2020

10.2

10.25

Employment Agreement, dated September 30, 2019, by and between the Registrant and Lori Lawley

8-K

9/30/2019

10.5

10.26

Employment Agreement, dated September 30, 2019, by and between the Registrant and Brad Powers

8-K

9/30/2019

10.6

10.27

Employment Agreement, dated August 3, 2021, by and between the Registrant and David Karpf

10-Q

11/5/2021

10.1

10.28

Amendment No. 1 to Employment Agreement, dated June 30, 2021, by and between the Registrant and Lori Lawley

10-Q

8/6/2021

10.1

10.29

Amendment No. 1 to Employment Agreement, dated August 1, 2021, by and between the Registrant and John McKew

10-Q

8/6/2021

10.2

21.1

Subsidiary Information

23.1

Consent of KPMG LLP, Independent Registered Public Accountants

24.1

Power of Attorney (included on signature page hereto)

31.1

Certification of principal executive officer required by Rule 13a-14(a) / 15d-14(a)

31.2

Certification of principal financial officer required by Rule 13a-14(a) / 15d-14(a)

31.3

Certification of principal executive officer required by Rule 13a-14(a) / 15d-14(a) and 18 U.S.C. Section 1350

31.4

Certification of principal financial officer required by Rule 13a-14(a) / 15d-14(a) and 18 U.S.C. Section 1350

32.1

Section 1350 Certification

97.1

Compensation Recovery Policy

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

____________________




#			The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Lumos Pharma, Inc. 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 Form 10-K, irrespective of any general incorporation language contained in such filing.
‡			Filed herewith electronically.
^			Previously filed/furnished with the Original Form 10-K with the SEC on March 7, 2024, which is being amended hereby.
*			Indicates management contract or compensatory plan.
†			Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Table of Contents

SIGNATURES

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


LUMOS PHARMA, INC.

By:			/s/ Richard J. Hawkins
			Richard J. Hawkins
			Chief Executive Officer
			(Principal Executive Officer)
			Date: April 22, 2024

By:			/s/ Lori D. Lawley
			Lori D. Lawley
			Chief Financial Officer and Secretary
			(Principal Financial and Accounting Officer)
			Date: April 22, 2024

SEC Form 10-K/A filed by Lumos Pharma Inc. (Amendment)