Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-02-26 | described here | effective | effective | remediated (prior year) | EDGAR |
Item 3 · Apraglutide As previously disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed on November 10, 2025, on October 2, 2025, Ferring International Center S.A., or Ferring, filed a complaint against our wholly-owned subsidiary, VectivBio AG, for trade secret misappropriation and correction of patent inventorship and ownership in the U.S. District Court in the Eastern District of Texas (Case No. 2:25-cv-01001-RWS-RSP), alleging that VectivBio AG misappropriated Ferring’s technology for its own benefit and improperly filed patent applications claiming that technology without reference to Ferring’s inventorship and ownership interests. Ferring sought monetary damages, a declaratory order regarding ownership of certain intellectual property Ferring purported to own, an injunction ordering the transfer or control of such intellectual property, a constructive trust, and certain exemplary damages and costs. As previously disclosed in the Current Report on Form 8-K, filed on December 23, 2025, on December 18, 2025, we, VectivBio AG, and Ferring entered into a settlement agreement and release pursuant to which VectivBio AG and Ferring have settled all… Item 9A · ICFR · Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Item 9A · material weakness · Remediation of Previously Identified Material Weaknesses As previously described in described in “Part II, Item 9A – Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024, management identified material weaknesses in our internal control over financial reporting related to the design, implementation and/or operating effectiveness of entity-level controls, information technology, or IT, general controls, controls over the financial statements close process, IT application controls, and IT dependent manual controls. | ||||||
| 2024-12-31 | 2025-03-31 | as filed | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this evaluation, our management concluded that our internal control over financial reporting was not effective at the reasonable assurance level as of December 31, 2024 as a result of material weaknesses in internal control over financial reporting as described below. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as a result of material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. | ||||||
| 2023-12-31 | 2024-02-16 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. | ||||||
| 2022-12-31 | 2023-02-16 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. | ||||||
| 2021-12-31 | 2022-02-18 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.