|
|
|
|
|
| Operating lease liabilities | () | | | () | |
| Other | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net of deferred tax assets and liabilities | | | | | |
| Valuation allowance | () | | | () | |
| Net deferred tax assets | $ | | | | $ | | |
million and $ million, respectively, against our gross deferred tax asset balance.As of each reporting date, management considers new evidence, both positive and negative, that could affect its assessment of the future realizability of our deferred tax assets. As of December 31, 2023, management determined there was sufficient positive evidence to conclude that it is more likely than not deferred tax assets of $ million are realizable. The recorded valuation allowance of $ million consisted primarily of state and foreign net operating loss carryforwards and state credit carryforwards for which management cannot conclude it is more likely than not to be realized.
As of December 31, 2023, we had state and foreign income tax net operating loss carryforwards of $ million and $ million, respectively. We had federal income tax operating loss carryforwards as of December 31, 2023. California net operating losses will begin to expire in 2029 unless previously utilized and the net operating losses related to other states will begin to expire in 2026. Swiss net operating losses will begin to expire in 2030 unless previously utilized. UK net operating losses will carry forward indefinitely.
As of December 31, 2023, we had state R&D tax credit carryforwards of $ million. California R&D tax credits carry forward indefinitely, while R&D tax credits related to other states will begin to expire in 2033 unless previously utilized.
Additionally, the future utilization of our net operating loss and R&D tax credit carryforwards to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code Sections 382 and 383, as a result of ownership changes that could occur in the future. No ownership changes have occurred through December 31, 2023.
The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
We recognize interest and penalties related to income tax matters in income tax expense. We had accruals for interest related to income tax matters of $ million and $ million, respectively, as of December 31, 2023 and 2022. We had accruals for penalties relates to income tax matters of $ million and $ million, respectively, as of December 31, 2023 and 2022. Accruals for interest and penalties related to income tax matters were not material as of December 31, 2021.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. Tax years for 2020 for federal, inception for California, 2016 to 2020 for other significant state jurisdictions, and 2021 and forward for foreign are subject to examination by tax authorities due to the carryforward of unutilized net operating losses and R&D tax credits.
| | $ | | | | $ | | | | Increase related to prior year tax positions | | | | | | | | |
| Increase related to current year tax positions | | | | | | | | |
Decrease related to prior year tax positions | () | | | | | | | |
| Expiration of the statute of limitations for the assessment of taxes | | | | | | | () | |
| Balance at December 31 | $ | | | | $ | | | | $ | | |
As of December 31, 2023, we had $ million of unrecognized tax benefits that, if recognized and realized, would affect the effective tax rate, subject to changes in the valuation allowance. We do not expect a significant change in our unrecognized tax benefits in the next 12 months.
11.
| | $ | | | | $ | | | | Sublease income | () | | | | | | | |
| Net operating lease cost | $ | | | | $ | | | | $ | | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | | | | $ | | | | $ | | |
| | | | | |
| | | December 31,
2023 | | December 31,
2022 |
Weighted average remaining lease term | | | years | | years |
| Weighted average discount rate | | | | % | | | % |
| Restricted cash related to letters of credit issued in lieu of cash security deposits | | | $ | | | | $ | | |
| | $ | () | | Year ending December 31, 2025 | | | | () | |
Year ending December 31, 2026 | | | | () | |
Year ending December 31, 2027 | | | | () | |
Year ending December 31, 2028 | | | | () | |
| Thereafter | | | | () | |
Total operating lease payments (sublease income) | | | | $ | () | |
| Less accreted interest | | | | |
| Total operating lease liabilities | | | | |
| Less current operating lease liabilities included in other current liabilities | | | | |
| Noncurrent operating lease liabilities | $ | | | | |
_________________________
(1) Amounts presented in the table above exclude $ million for 2025, $ million for 2026, $ million for 2027, $ million for 2028 and $ million thereafter of approximate non-cancelable future minimum lease payments under operating leases that have not yet commenced.
New Campus Facility. On February 8, 2022, we entered into a lease agreement for a four-building campus facility to be constructed in San Diego, California, including a option for the construction of a fifth building. This campus facility, comprised of office space and research and development laboratories, will serve as our new corporate headquarters.
million and operating lease liabilities of $ million in association with the commencement of operating leases following the completion of the first phase of construction relating to office space in December 2023.As we begin to occupy our new campus facility, we will sublease certain of our existing leased premises when we determine there is excess leased capacity. Certain of these subleases contain both lease and non-lease components. Sublease income is recognized as an offset to operating expense on a straight-line basis over the lease term. Income related to non-lease components is recognized in operating expenses as a reduction to costs we incur in relation to the primary lease.
12.
% of base salary limited by the IRS-imposed maximum. Employer contributions were $ million for 2023, $ million for 2022 and $ million for 2021.13.
Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.
Management has used the framework set forth in the report entitled Internal Control-Integrated Framework (2013 framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2023. Ernst & Young, LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2023, which is included herein.
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Neurocrine Biosciences, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Neurocrine Biosciences, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Neurocrine Biosciences, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, stockholders‘ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 9, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
San Diego, California
February 9, 2024
Item 9B. Other Information
|
| | | | X | | | | | | | 11/15/2024 |
| | | | | | | | | | | | |
| | | | | | X | | | | | | | 12/31/2023 |
| |
| | | | X | | | | | | | 11/27/2024 |
| |
| | | | X | | | | | | | 9/7/2025 |
| | | | | | | | | | | | |
| |
| | | | X | | | | | | | 11/28/2024 |
| | | | | | | | | | | | |
| |
| | | | X | | | | | | | 5/31/2024 |
| | | | | | | | | | | | |
| |
| | | | X | | | | | | | 11/30/2024 |
| | | | | | | | | | | | |
______________* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
**
(1) On November 30, 2023, Eric Benevich, Chief Commercial Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1 (the “Benevich 10b5-1 Plan”). The Benevich 10b5-1 Plan was entered into on , with an expiration date of December 31, 2023.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2023. Such information is incorporated herein by reference.
We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and to all of our other officers, directors, employees and agents. The code of ethics is available at the Corporate Governance section of the Investors page on our website at www.neurocrine.com. We intend to disclose future amendments to, or waivers from, certain provisions of our code of ethics on the above website within four business days following the date of such amendment or waiver. Information found on, or accessible through, our website is not part of, and is not incorporated into, this Annual Report on Form 10-K.
Item 11. Executive Compensation
Information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2023. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2023. Such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2023. Such information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the SEC within 120 days of December 31, 2023. Such information is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report.
1. List of Financial Statements. The following are included in Item 8 of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
2. List of all Financial Statement schedules. All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.
3. List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report:
| | | | | | | | | | | | | | |
| Exhibit | | | | |
| | | | | |
| 3.1 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2018 |
| | | | |
| 3.2 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on August 1, 2023 |
| | | | | |
| 4.1 | | Description: | | |
| | | Reference: | | Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-03172) |
| | | | | |
| 4.2 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017 |
| | | | |
| 4.3 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 |
| | | | | |
| 4.4 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 2, 2017 |
| | | | |
| 4.5 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed on February 7, 2020 |
| | | | | |
| 21.1 | | Description: | | |
| | | | | |
| 23.1 | | Description: | | |
| | | | | |
| 31.1 | | Description: | | |
| | | | | |
| 31.2 | | Description: | | |
| | | | | |
| 32*** | | Description: | | |
| | | | | |
| | | | | | | | | | | | | | |
97+ | | Description: | | |
| | | | |
| 101.INS | | Description: | | Inline 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 | | Description: | | Inline XBRL Taxonomy Extension Schema Document. |
| | | | | |
| 101.CAL | | Description: | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | | | |
| 101.DEF | | Description: | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | | | | |
| 101.LAB | | Description: | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | | | | |
| 101.PRE | | Description: | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| | | | | |
| 104 | | Description: | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
Collaboration and License Agreements: |
| | | | |
| 10.1** | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 |
| | | | | |
| 10.2** | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 |
| | | | | |
| 10.3** | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021 |
| | | | | |
| 10.4* | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed on February 7, 2019 |
| | | | | |
| 10.5 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 7, 2019 |
| | | | | |
| 10.6 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019 |
| | | | |
| 10.7** | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020 |
| | | | |
| 10.8** | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 |
| | | | |
| 10.9** | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023 |
| | | | |
| 10.10 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023 |
| | | | |
| | | | | | | | | | | | | | |
| 10.11 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023 |
Equity Plans and Related Agreements: |
| | | | | |
10.12+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 30, 2018 |
| | | | |
10.13+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on June 1, 2015 |
| | | | | |
10.14+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 13, 2018 |
| | | | | |
10.15+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2015 |
| | | | | |
10.16+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022 |
| | | | |
10.17+ | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on February 11, 2022 |
| | | | |
10.18+ | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023 |
Agreements with Officers and Directors: |
| | | | | |
10.19+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2007 |
| | | | | |
10.20+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 11, 2008 |
| | | | |
10.21+ | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023 |
| | | | | |
10.22+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed on February 14, 2017 |
| | | | | |
10.23+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 13, 2018 |
| | | | | |
10.24+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017 |
| | | | | | | | | | | | | | |
10.25+ | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019 |
| | | | |
10.26+ | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022 |
Agreements Related to Real Property: |
| | | | | |
| 10.27 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on January 18, 2012 |
| | | | | |
| 10.28 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017 |
| | | | | |
| 10.29 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017 |
| | | | | |
| 10.30 | | Description: | | |
| | | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2019 |
| | | | |
| 10.31 | | Description: | | |
| | Reference: | | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2022 |
| | | | | | | | |
| + | | Management contract or compensatory plan or arrangement. |
| | |
| * | | Confidential treatment has been granted with respect to certain portions of the exhibit. |
| | |
| ** | | Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K. |
| | |
| *** | | These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350 and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Neurocrine Biosciences, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
| | |
| | Except as specifically noted above, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K have a Commission File Number of 000-22705. |
(c) Financial Statement Schedules. See Item 15(a)(2) above.
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.
| | | | | |
| NEUROCRINE BIOSCIENCES, INC. |
| (Registrant) |
| |
| By: | /s/ Kevin C. Gorman |
| Kevin C. Gorman |
| Chief Executive Officer |
| |
| Date: | February 9, 2024 |
| |
| By: | /s/ Matthew C. Abernethy |
| | Matthew C. Abernethy |
| | Chief Financial Officer |
| |
| Date: | February 9, 2024 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin C. Gorman and Matthew C. Abernethy, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated as of February 9, 2024:
| | | | | | | | |
| Signature | | Title |
| | |
/s/ Kevin C. Gorman | | Chief Executive Officer and Director |
| Kevin C. Gorman, Ph.D. | | (Principal Executive Officer) |
| | |
/s/ Matthew C. Abernethy | | Chief Financial Officer |
| Matthew C. Abernethy | | (Principal Financial and Accounting Officer) |
| | |
/s/ William H. Rastetter | | Chairman of the Board of Directors |
| William H. Rastetter, Ph.D. | | |
| | |
/s/ Gary A. Lyons | | Director |
| Gary A. Lyons | | |
| | |
/s/ Johanna Mercier | | Director |
| Johanna Mercier | | |
| | |
/s/ George J. Morrow | | Director |
| George J. Morrow | | |
| | |
/s/ Leslie V. Norwalk | | Director |
| Leslie V. Norwalk | | |
| | |
/s/ Christine A. Poon | | Director |
| Christine A. Poon | | |
| | |
/s/ Richard F. Pops | | Director |
| Richard F. Pops | | |
| | |
/s/ Shalini Sharp | | Director |
| Shalini Sharp | | |
| | |
/s/ Stephen A. Sherwin | | Director |
| Stephen A. Sherwin, M.D. | | |
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Annual report 2025 (10-Q 2025-03-31)
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