Company G: 10-K Pre-filing Check

A US-listed specialty pharmaceutical company. Identity masked; the work is shown in full.

Summary

Filer
a US-listed specialty pharmaceutical company
Document reviewed
Form 10-K for fiscal 2025, about 170 pages, read with the prior-year 10-K
Observations
6 compliance and disclosure gaps, 16 SEC-style questions, 7 drafting slips
Elapsed review time
47 minutes from start to finished report
Standards applied
US GAAP (FASB ASC), Regulation S-X, Regulation S-K, Form 10-K items, SOX 302/906 and Exchange Act rules

Observations by category and severity

Observations by category and severity
CategoryCriticalHighMediumLowTotal
Compliance gap Compliance or disclosure gap––145
Presentation Presentation point–––11
Question SEC-style question––31316
Drafting Drafting slip–––77
Total––42529

Findings register

29 observations

RefObservationCategorySeverityAreaStatus
1.01The single-segment note gives no significant segment expenses or other segment items, in both years since the new segment standardCompliance gapMediumFinancial statements, US GAAP and Regulation S-XInterpretation
1.02The share-based payment note gives none of the assumptions behind the Monte Carlo value of performance awards or the purchase planCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
2.01Item 1C does not say whether cybersecurity risks have materially affected the companyCompliance gapLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
2.02Market risk disclosure gives no preceding-year sensitivities and does not explain why the exposures changedCompliance gapLowRegulation S-K narrative: business, risk factors and MD&AEstablished
3.01Exhibit index: three hyperlinks to incorporated exhibits are dead or point to the wrong document, including the license filed at the SEC staff's request; two were already wrong in the prior-year 10-KCompliance gapLowCover page, exhibits, XBRL and other disclosuresInterpretation
2.03Item 1 gives two different end dates for [product]'s orphan drug exclusivity in [indication]PresentationLowRegulation S-K narrative: business, risk factors and MD&AEstablished
1.03[acquired business]'s acquired U.S. tax assets were fully reserved at the [date] acquisition and released in the third quarter: the evidence weighed at acquisition is not explainedQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
1.04Legal proceedings: no estimate of reasonably possible loss, or statement that none can be made, for matters where the company is defendantQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
2.04The critical accounting estimates give no sensitivity for the sales-deduction accruals, the [product] and [product] intangible assets or the tax valuation allowance: is that information immaterial or not reasonably available?QuestionMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
1.05Income tax note: the contested [country] tax assessments of about [amount] disappear from the 10-K without any word on how they endedQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.06Cash-flow statement: the [amount] 'proceeds from sale of an asset' is not reconciled to the [amount] [product] price given in the third-quarter Form 10-Q, and no gain or loss is statedQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.07Income taxes paid: an undivided 'Other' foreign line of [n], over four times the 5% jurisdiction thresholdQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.08Cash-flow statement: no non-cash investing information, although a [amount] milestone was capitalized in 2024 and paid only in 2025QuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.09Income tax note: two 2023 figures in the rate reconciliation disagree with the rest of the same note, in both [n]-KsQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.10Entity-wide disclosures: no revenue figure for the country of domicile ([country]), and major customers given only as percentagesQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.11The goodwill roll-forward covers only the current year, although two balance sheets are presented: should the 2024 movement be shown?QuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
2.05The EU orphan market exclusivity date given for [product] does not follow the ten-year rule Item 1 describesQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
2.06The reasons given for the rise in selling, general and administrative expenses add up to more than the rise itselfQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
2.07Prior-year adjustments to sales deductions are no longer called immaterial in MD&A, and neither MD&A nor the revenue note gives their amountQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
2.08MD&A does not quantify the reasons for the [amount] fall in clinical costs or the valuation-allowance release behind the larger tax benefitQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
3.02Amendments to the [counterparty] authorized generic agreement, effective [date], are not filed as an exhibitQuestionLowCover page, exhibits, XBRL and other disclosuresInterpretation
3.03Exhibit 10.[n]: the confidential treatment the index relies on ran only to [date]QuestionLowCover page, exhibits, XBRL and other disclosuresInterpretation
4.01Two development plans given in the fiscal 2024 10-K disappear from the fiscal 2025 10-K without a wordDraftingLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.02Two risk-factor sentences carried forward from last year were not brought up to dateDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.03Two referencing slips in the MD&A: a legal-proceedings cross-reference to the wrong note and a footnote marker pointing to the wrong footnoteDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.04Item 1 dates the [litigant] settlement to [date], names one breast cancer trial two ways, and misquotes two risk-factor headings (both years)DraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.05Exhibit index, Part III and amendment drafting slips in both years: duplicate exhibit number, misdated credit amendment, Exhibit 19.1 described inconsistentlyDraftingLowCover page, exhibits, XBRL and other disclosuresEstablished
4.06Accounting-policy note: superseded impairment wording, a wrong Codification subtopic and a misstated effective dateDraftingLowFinancial statements, US GAAP and Regulation S-XInterpretation
4.07Lease note: the financing cash outflow for finance leases is the same figure as the finance-lease interest cost in every yearDraftingLowFinancial statements, US GAAP and Regulation S-XInterpretation

How to read the masking. the Company stands for the filer; [amount] and [n] replace exact dollar amounts, share counts and other figures; [date] replaces dates (fiscal-year labels are kept); [name], [brand], [state], [city] and similar stand-ins replace people, products, places and other identifiers. Grey boxes on screenshots are the same masking applied to the page image. Ratios we computed are shown as computed.

Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.

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