DBTX Documents déposés auprès de la SEC - Decibel Therapeutics Inc- Rapport annuel, procuration, prospectus

Statistiques de base

CIK

1656536

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Decibel Therapeutics Inc

SEC Filings (Chronological Order)

Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.

February 14, 2024	SC 13G/A	DBTX / Decibel Therapeutics Inc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* DECIBEL THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (the “Shares”) (Title of Class of Securities) 24343R10
October 10, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40030 Decibel Therapeutics, Inc. (Exact name of registrant as specified
September 27, 2023	SC 13D/A	DBTX / Decibel Therapeutics Inc / Regeneron Pharmaceuticals Inc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Decibel Therapeutics, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 24343R106 (CUSIP Number) Joseph J. LaRosa Executive Vice President, General Counsel and Secretary Regeneron Pharmaceuticals, Inc. 777 Old Sa
September 25, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R 1
September 25, 2023	EX-2.2	CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 2.2 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of September 25, 2023 (this “Agreement”), is entered into by and among Regeneron Pharmaceuticals, Inc., a New York Corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Computershare Inc., a Delaware corporation (“Compute
September 25, 2023	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DECIBEL THERAPEUTICS, INC. ARTICLE I Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. ARTICLE I The name of the corporation is Decibel Therapeutics, Inc. (the “Corporation”). ARTICLE II The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is the Corporation Trust Company, 1209 Orange Street, City of Wilmington, County o
September 25, 2023	8-K	Changes in Control of Registrant, Material Modification to Rights of Security Holders, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissi
September 25, 2023	EX-3.2	AMENDED AND RESTATED DECIBEL THERAPEUTICS, INC. dated as of September 25, 2023 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of DECIBEL THERAPEUTICS, INC. dated as of September 25, 2023 TABLE OF CONTENTS ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE 1 SECTION 2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS 1 SECTION 2. SPECIAL MEETINGS 1 SECTION 3. VOTING 1 SECTION 4. QUORUM 2 SECTION 5. NOTICE OF MEETINGS 2 SECTION 6. ACTION WITHOUT MEETING 2 A
September 25, 2023	S-8 POS	As filed with the Securities and Exchange Commission on September 25, 2023 As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.
September 25, 2023	S-8 POS	As filed with the Securities and Exchange Commission on September 25, 2023 As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.
September 25, 2023	EX-99.25	EX-99.25 dbtx-form25
September 25, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DECIBEL THERAPEUTICS, INC. (Name of Subject C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DECIBEL THERAPEUTICS, INC. (Name of Subject Company) SYMPHONY ACQUISITION SUB, INC. (Offeror) REGENERON PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value
September 25, 2023	POS AM	As filed with the Securities and Exchange Commission on September 25, 2023 As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.
September 25, 2023	EX-99.(A)(5)(A)	Regeneron Completes Acquisition of Decibel Therapeutics, Adding Promising Gene Therapy Programs for Hearing Loss Exhibit (a)(5)(A) Press Release Regeneron Completes Acquisition of Decibel Therapeutics, Adding Promising Gene Therapy Programs for Hearing Loss TARRYTOWN, N.
September 25, 2023	S-8 POS	As filed with the Securities and Exchange Commission on September 25, 2023 As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.
September 12, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) DECIBEL THERAPEUTICS, INC. (Name of Subject C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) DECIBEL THERAPEUTICS, INC. (Name of Subject Company) SYMPHONY ACQUISITION SUB, INC. (Offeror) REGENERON PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value
September 12, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R 1
September 8, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject C SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities
September 8, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) DECIBEL THERAPEUTICS, INC. (Name of Subject C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) DECIBEL THERAPEUTICS, INC. (Name of Subject Company) SYMPHONY ACQUISITION SUB, INC. (Offeror) REGENERON PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value
August 25, 2023	EX-99.(A)(1)(B)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock of DECIBEL THERAPEUTICS, INC. a Delaware corporation at $4.00 per share, payable in cash, plus one non-tradeable contractual contingent value right per share, which represents the contractual rig Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of DECIBEL THERAPEUTICS, INC.
August 25, 2023	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DECIBEL THERAPEUTICS, INC. (Name of Subject Company) SYMPHONY A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DECIBEL THERAPEUTICS, INC. (Name of Subject Company) SYMPHONY ACQUISITION SUB, INC. (Offeror) REGENERON PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per share
August 25, 2023	EX-99.(D)(7)	Decibel Therapeutics, Inc. 1325 Boylston Street, Suite 500 Boston, MA 02215 Exhibit (d)(7) EXECUTION VERSION CONFIDENTIAL Decibel Therapeutics, Inc. 1325 Boylston Street, Suite 500 Boston, MA 02215 June 30, 2023 Regeneron Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, NY 10591-6707 Confidentiality Agreement In connection with your consideration of a possible negotiated business combination transaction involving Decibel Therapeutics, Inc. (together with its s
August 25, 2023	EX-99.(D)(8)	[Signature page follows] Exhibit (d)(8) EXECUTION STRICTLY CONFIDENTIAL June 30, 2023 Decibel Therapeutics, Inc.
August 25, 2023	EX-99.(A)(1)(C)	Offer To Purchase All Outstanding Shares of Common Stock of DECIBEL THERAPEUTICS, INC. a Delaware corporation at $4.00 per share, payable in cash, plus one non-tradeable contingent value right (“CVR”) per share, which represents the contractual right Exhibit (a)(1)(C) Offer To Purchase All Outstanding Shares of Common Stock of DECIBEL THERAPEUTICS, INC.
August 25, 2023	EX-99.(A)(1)(A)	Offer to Purchase All Outstanding Shares of Common Stock of Decibel Therapeutics, Inc. at $4.00 per share, payable in cash, plus one non-tradeable contingent value right (“CVR”) per share , which represents the contractual right to receive contingent TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of Decibel Therapeutics, Inc.
August 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2023 Decibel Therapeut UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
August 25, 2023	EX-99.(A)(1)(E)	Notice of Offer to Purchase All Outstanding Shares of Common Stock DECIBEL THERAPEUTICS, INC. a Delaware corporation at $4.00 per share, payable in cash, plus one non-tradeable contingent value right (“CVR”) per share, which represents the contractua Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).
August 25, 2023	EX-99.(A)(1)(D)	Offer To Purchase All Outstanding Shares of Common Stock of DECIBEL THERAPEUTICS, INC. a Delaware corporation at $4.00 per share, payable in cash, plus one non-tradeable contingent value right (“CVR”) per share, which represents the contractual right Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of DECIBEL THERAPEUTICS, INC.
August 25, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) DECIBEL THERAPEUTICS, INC. (Name of Subject Company (Issuer)) SYMPHONY ACQUISITION SUB, INC. a wholly owned subsidiary of REGENERON PHARMACEUTICALS, INC. (Names of Filing Persons (Offerors Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) DECIBEL THERAPEUTICS, INC.
August 25, 2023	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Th Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R 1
August 18, 2023	EX-99.4	JOINT FILING AGREEMENT EX-99.4 3 tm2324112d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them i
August 18, 2023	SC 13D	DBTX / Decibel Therapeutics Inc / Regeneron Pharmaceuticals Inc - SC 13D Activist Investment SC 13D 1 tm2324112d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Decibel Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 24343R106 (CUSIP Number) Joseph J. LaRosa Executive Vice President, General Counsel and Secretary Regeneron Pharmaceutic
August 18, 2023	EX-99.3	DECIBEL THERAPEUTICS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT November 15, 2017 EX-99.3 2 tm2324112d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Execution Version DECIBEL THERAPEUTICS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT November 15, 2017 TABLE OF CONTENTS Page 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Series B Preferred Stock 1 1.2 Closing; Delivery 1 1.3 Use of Proceeds 1 1.4 Defined Terms Used in this Agreement 1 2. Representations and Warran
August 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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: 001-40030 Decibel Therapeutics, Inc.
August 11, 2023	EX-3.1	RESTATED CERTIFICATE OF INCORPORATION DECIBEL THERAPEUTICS, INC. Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. Decibel Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Decibel Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of the St
August 9, 2023	EX-2.1	Agreement and Plan of Merger, dated as of August 8, 2023, by and among Decibel Therapeutics, Inc., Regeneron Pharmaceuticals, Inc., and Symphony Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Decibel Therapeutics, Inc. with the U.S. Securities and Exchange Commission on August 9, 2023). EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: Decibel Therapeutics, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Symphony Acquisition Sub, Inc., a Delaware corporation Dated as of August 8, 2023 Table of Contents Section 1 THE OFFER 1.1 The Offer 5 1.2 Company Actions 9 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser int
August 9, 2023	EX-99.1	Regeneron to Acquire Decibel Therapeutics, Strengthening Gene Therapy and Hearing Loss Programs Exhibit 99.1 Press Release Regeneron to Acquire Decibel Therapeutics, Strengthening Gene Therapy and Hearing Loss Programs Proposed acquisition builds on existing collaboration between Decibel and Regeneron, will accelerate and further resource key gene therapy programs for hearing loss Decibel’s lead investigational gene therapy DB-OTO, designed to provide hearing to people with otoferlin-related
August 9, 2023	EX-2.2	Form of Contingent Value Rights Agreement, by and among Regeneron Pharmaceuticals, Inc., Symphony Acquisition Sub, Inc., and a rights agent mutually agreeable to Regeneron Pharmaceuticals, Inc. and Decibel Therapeutics, Inc. (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Decibel Therapeutics, Inc. with the U.S. Securities and Exchange Commission on August 9, 2023). EX-2.2 Exhibit 2.2 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is entered into by and among Regeneron Pharmaceuticals, Inc., a New York Corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [•], a [•], as Rights Agent. PREAMBLE WHEREAS, Decib
August 9, 2023	EX-99.3	Email to Partners Exhibit 99.3 Email to Partners Subject: Exciting update from Decibel Therapeutics Dear [INSERT NAME], Today Decibel Therapeutics and Regeneron Pharmaceuticals announced an agreement for Decibel to be acquired by Regeneron, a leading biotechnology company. This enables Decibel to build on our existing, long-standing collaboration with Regeneron to direct extensive support and resources to advance o
August 9, 2023	EX-99.7	Announcements by the Company and the Company’s management via X on August 9, 2023 Exhibit 99.7 Announcements by the Company and the Company’s management via X on August 9, 2023 On August 9, 2023, Decibel Therapeutics, Inc. (the “Company”) made the following announcements via X regarding the proposed acquisition of the Company by Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), and proposed merger of the Company with Symphony Acquisition Sub, Inc., a Delaware
August 9, 2023	SC14D9C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Th UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Decibel Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R 106 (CUSIP Number o
August 9, 2023	EX-99.6	Announcements by the Company and the Company’s management via LinkedIn on August 9, 2023 Exhibit 99.6 Announcements by the Company and the Company’s management via LinkedIn on August 9, 2023 On August 9, 2023, Decibel Therapeutics, Inc. (the “Company”) made the following announcements via LinkedIn regarding the proposed acquisition of the Company by Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), and proposed merger of the Company with Symphony Acquisition Sub, Inc
August 9, 2023	EX-99.1	TENDER AND SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 8, 2023, is entered into by and among Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a
August 9, 2023	EX-99.2	Email from Laurence Reid to Decibel Therapeutics Employees Exhibit 99.2 Email from Laurence Reid to Decibel Therapeutics Employees Subject: Important Company News Dear Colleagues, I am pleased to share with you that today we announced an agreement for Decibel Therapeutics to be acquired by Regeneron Pharmaceuticals, a long-standing collaborator and leading biotechnology company. The press release with full details of this news can be found here [INSERT LI
August 9, 2023	EX-99.2	-2- Exhibit 99.2 Twitter Post LinkedIn Post Instagram Stories Post -2- Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Regeneron Pharmaceuticals, Inc. (“Regeneron”) and Decibel Therapeutics, Inc. (“Decibel”), including regarding Regeneron’s proposed acquisition of Decibel, the
August 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Decibel Therapeuti UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission F
August 9, 2023	EX-99.2	1/6 EX-99.2 Exhibit 99.2 Press Release Regeneron to Acquire Decibel Therapeutics, Strengthening Gene Therapy and Hearing Loss Programs Proposed acquisition builds on existing collaboration between Decibel and Regeneron, will accelerate and further resource key gene therapy programs for hearing loss Decibel’s lead investigational gene therapy DB-OTO, designed to provide hearing to people with otoferlin
August 9, 2023	EX-99.4	Email to Advocacy Groups Exhibit 99.4 Email to Advocacy Groups Subject: Exciting update from Decibel Therapeutics Hi [INSERT NAME], I am writing to share an exciting update from Decibel Therapeutics. Today Decibel and Regeneron Pharmaceuticals announced an agreement for Decibel to be acquired by Regeneron, one of our long-standing collaborators and a leading biotechnology company. The press release with full details of th
August 9, 2023	EX-99.5	Email to Clinical Trial Investigators Exhibit 99.5 Email to Clinical Trial Investigators Subject: Exciting update from Decibel Therapeutics Hi [INSERT NAME] Today Decibel Therapeutics and Regeneron Pharmaceuticals announced an agreement for Decibel to be acquired by Regeneron, our longtime collaborator and co-developer of our DB-OTO gene therapy product candidate. The press release with full details of this news can be found here [INS
August 9, 2023	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Decibel Therapeutics, Inc. (Name of Subject Company) S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Decibel Therapeutics, Inc. (Name of Subject Company) Symphony Acquisition Sub, Inc. (Offeror) Regeneron Pharmaceuticals, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE P
June 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissio
May 15, 2023	EX-10.3	Second Amendment, dated as of March 13, 2023, to the License Agreement, by and between the University of Florida Research Foundation, Inc. and the Registrant. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.
May 15, 2023	EX-10.2	Amended and Restated Exclusive License Agreement, dated as of March 10, 2023, by and between the Curators of the University of Missouri and the Registrant. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ 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: 001-40030 Decibel Therapeutics, Inc.
April 28, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEF 14A 1 dbtxdef14a2023proxyv.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t
April 28, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 14, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14
April 6, 2023	EX-3	Amended and Restated Bylaws of Decibel Therapeutics, Inc. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF DECIBEL THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 1 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 2 1.10 Action at Meeting 2 1.11 Nomination of Directors 3 1.12 Notice of
April 6, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 4, 2023 Decibel Therapeutic UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 4, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission Fi
March 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2023 Decibel Therapeuti UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission F
March 14, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Decibel Therapeutics, Inc.
March 14, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 001-40030 DECIBEL THERAP
March 14, 2023	S-8	As filed with the Securities and Exchange Commission on March 14, 2023 As filed with the Securities and Exchange Commission on March 14, 2023 Registration No.
March 14, 2023	EX-10	Second Amendment, dated February 6, 2023, to the License and Collaboration Agreement, dated as of November 15, 2017, as amended, by and between Regeneron Pharmaceuticals, Inc. and Decibel Therapeutics, Inc. (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, File No. 001-40030, filed by Decibel Therapeutics, Inc. on March 14, 2023). Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.
March 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Decibel Therapeuti UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission F
February 14, 2023	SC 13G/A	DBTX / Decibel Therapeutics Inc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Decibel Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (the “Shares”
January 9, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2023 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
January 9, 2023	EX-99.1	This presentation contains forward looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements regarding Decibel Therapeutics, In A WORLD OF CONNECTION FOR PEOPLE WITH HEARING AND BALANCE DISORDERSTM 41st Annual Healthcare Meeting January 2023 Exhibit 99.
November 9, 2022	EX-10.1	Letter Agreement, dated September 9, 2022, by and between the Registrant and Elisabeth Leiderman. Exhibit 10.1 VIA ELECTRONIC MAIL September 9, 2022 Elisabeth Leiderman [Address] [Address] [Address] Dear Lis: As we have discussed, your employment with Decibel Therapeutics, Inc. (the ?Company?) will end effective October 7, 2022 (the ?Separation Date?). As we also discussed, if you (a) sign and return this letter agreement to me by September 16, 2022; (b) sign the Additional Release attached he
November 9, 2022	EX-10.2	Amended and Restated 2021 Employee Stock Purchase Plan. Exhibit 10.2 Decibel Therapeutics, Inc. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of this Amended and Restated 2021 Employee Stock Purchase Plan (this ?Plan?) is to provide eligible employees of Decibel Therapeutics, Inc. (the ?Company?) and certain of its subsidiaries with opportunities to purchase shares of the Company?s common stock, $0.001 par value per share (the ?Common Stock?), commenci
November 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
October 17, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
October 12, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
September 20, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 20, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissi
September 13, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 9, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissio
August 10, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
August 10, 2022	EX-10.2	First Amendment, dated as of June 13, 2022, to the License Agreement, dated as of October 29, 2020, by and between the University of Florida Research Foundation, Incorporated and the Registrant. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.
August 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
August 10, 2022	424B5	Decibel Therapeutics, Inc. Up to $50,000,000 Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-263671 PROSPECTUS SUPPLEMENT (to Prospectus dated May 17, 2022) Decibel Therapeutics, Inc. Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, dated as of March 18, 2022, or the sales agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock, par
August 10, 2022	EX-10.1	Second Amendment, dated as of May 3, 2022, to the License Agreement, dated as of August 26, 2019, by and between the Curators of the University of Missouri and the Registrant. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.
June 28, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission Fi
June 17, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissio
May 13, 2022	CORRESP	Decibel Therapeutics, Inc. 1325 Boylston Street, Suite 500 Boston, Massachusetts 02215 May 13, 2022 Decibel Therapeutics, Inc. 1325 Boylston Street, Suite 500 Boston, Massachusetts 02215 May 13, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Christine Westbrook Re: Decibel Therapeutics, Inc. Registration Statement on Form S-3 Filed March 18, 2022 File No. 333-263671 Re
May 12, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
April 29, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 29, 2022	DEF 14A	definitive proxy statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14
March 18, 2022	EX-4.3	Form of Senior Indenture Exhibit 4.3 DECIBEL THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) In
March 18, 2022	S-8	As filed with the Securities and Exchange Commission on March 18, 2022 As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.
March 18, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Decibel Therapeutics, Inc.
March 18, 2022	EX-4.6	Form of Subordinated Note Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
March 18, 2022	S-3	As filed with the Securities and Exchange Commission on March 18, 2022 Table of Contents As filed with the Securities and Exchange Commission on March 18, 2022 Registration No.
March 18, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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: 001-40030 DECIBEL THERAP
March 18, 2022	EX-1.2	Open Market Sale AgreementSM, dated as of March 18, 2022, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3, File No. 333-263671, filed March 18, 2022). Exhibit 1.2 OPEN MARKET SALE AGREEMENT March 18, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Decibel Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common
March 18, 2022	EX-4.4	Form of Subordinated Indenture Exhibit 4.4 DECIBEL THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 31
March 18, 2022	EX-4.5	Form of Senior Note Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
March 18, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Decibel Therapeutics, Inc.
February 14, 2022	EX-99.1	Joint Filing Agreement EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be
February 14, 2022	EX-99.24	POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kevin Gillis his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirec
February 14, 2022	SC 13G/A	DBTX / Decibel Therapeutics Inc / CITADEL ADVISORS LLC - DECIBEL THERAPEUTICS, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Decibel Therapeutics Inc (Name of Issuer) Common Stock, $0.001 par value per share (the ?Shares?) (Title of Class of Securities) 24343R106
February 14, 2022	SC 13G	DBTX / Decibel Therapeutics Inc / GV 2016, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Decibel Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t
February 14, 2022	SC 13G	DBTX / Decibel Therapeutics Inc / Third Rock Ventures III, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Decibel Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 24343R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t
February 14, 2022	EX-99.A	Agreement of Joint Filing EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Decibel Therapeutics, Inc.
February 11, 2022	SC 13G	DBTX / Decibel Therapeutics Inc / Regeneron Pharmaceuticals Inc - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Decibel Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 24343R106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t
December 7, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
November 10, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
August 17, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission
August 10, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
August 10, 2021	EX-10.1	Form of Severance and Change in Control Benefits Agreement Exhibit 10.1 Form of Severance and Change in Control Benefits Agreement This Severance and Change in Control Benefits Agreement ((the ?Agreement?) is entered into between Decibel Therapeutics, Inc. (the ?Company,? which term shall include any successor by merger, consolidation, sale of substantially all of the Company?s assets or otherwise) and (?you?) (collectively, the ?Parties?), effective as o
June 3, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission Fil
May 13, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? 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: 001-40030 Decibel Therapeutics, Inc.
April 13, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission Fi
March 29, 2021	10-K	Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? 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: 001-40030 DECIBEL THERAP
March 29, 2021	EX-99.1	Decibel Therapeutics Reports Fourth Quarter and Full Year 2020 and Financial Results and Corporate Update -Successfully completed an oversubscribed Series D financing and upsized Initial Public Offering raising approximately $220.1M in gross proceeds Exhibit 99.1 Decibel Therapeutics Reports Fourth Quarter and Full Year 2020 and Financial Results and Corporate Update -Successfully completed an oversubscribed Series D financing and upsized Initial Public Offering raising approximately $220.1M in gross proceeds- -Established development and manufacturing agreement for otoferlin dual-vector gene therapy with Catalent- -Launched AmplifyTM genetic
March 29, 2021	EX-4.3	Description of Securities Registered Under Section 12 of the Exchange Act Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of Decibel Therapeutics, Inc. (?us,? ?our,? ?we? or the ?Company?), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), summarize
March 29, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commission F
March 2, 2021	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated March 1, 2021, with respect to the common stock of Decibel Therapeutics, Inc.
March 2, 2021	SC 13D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Decibel Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 24343R106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212)
March 1, 2021	SC 13G	NUMBER OF OWNED BY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Decibel Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 24343R106 (CUSIP Number) February 17, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule is fil
February 19, 2021	S-8	- S-8 As filed with the Securities and Exchange Commission on February 19, 2021 Registration No.
February 17, 2021	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2021 Decibel Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40030 46-4198709 (State or Other Jurisdiction of Incorporation) (Commissio
February 17, 2021	EX-3.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40030) filed with the Securities and Exchange Commission on February 17, 2021). Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. Decibel Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Decibel Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of the St
February 17, 2021	EX-3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40030) filed with the Securities and Exchange Commission on February 17, 2021). Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DECIBEL THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 3 1.8 Adjournments 3 1.9 Voting and Proxies 4 1.10 Action at Meeting 4 1.11 Nomination of Directors 5 1.12 Notice of
February 12, 2021	424B4	7,062,000 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) File No. 333-252347 File No. 333-253012 PROSPECTUS 7,062,000 Shares Common Stock This is an initial public offering of common stock by Decibel Therapeutics, Inc. We are selling 7,062,000 shares of our common stock. The initial public offering price is $18.00 per share. We have granted the underwriters an option for a period of 30 days from the dat
February 11, 2021	S-1MEF	- S-1MEF S-1MEF As filed with the Securities and Exchange Commission on February 11, 2021 Registration No.
February 9, 2021	CORRESP	- Decibel Therapeutics, Inc. 1325 Boylston St., Suite 500 Boston, MA 02215 February 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory Re: Decibel Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-252347 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgat
February 9, 2021	CORRESP	- February 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: Decibel Therapeutics, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-252347 Acceleration Request Requested Date: February 11, 2021 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: In accordance
February 8, 2021	EX-3.5	Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant, effective as of February 5, 2021 EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. Decibel Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: A resolution was duly adopted by the
February 8, 2021	EX-10.2	2015 Stock Incentive Plan, as amended EX-10.2 Exhibit 10.2 2015 STOCK INCENTIVE PLAN OF DECIBEL THERAPEUTICS, INC. i TABLE OF CONTENTS Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d)
February 8, 2021	EX-1.1	Form of Underwriting Agreement EX-1.1 Exhibit 1.1 Decibel Therapeutics, Inc. [] Shares Common Stock ($0.001 par value per share) Underwriting Agreement New York, New York [ ], 2021 Citigroup Global Markets Inc. SVB Leerink LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o SVB Leerink LLC One Federal Street, 37th Floor Boston, MA 02110 Ladies a
February 8, 2021	S-1/A	- S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on February 8, 2021 Registration No.
February 8, 2021	8-A12B	Form 8-A 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Decibel Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 46-4198709 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1325 Boyls
February 8, 2021	EX-10.10	2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252347) filed with the Securities and Exchange Commission on February 8, 2021. EX-10.10 Exhibit 10.10 Decibel Therapeutics, Inc. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of this 2021 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Decibel Therapeutics, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), commencing at such
February 8, 2021	EX-10.6	2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252347) filed with the Securities and Exchange Commission on February 8, 2021. EX-10.6 Exhibit 10.6 Decibel Therapeutics, Inc. 2021 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2021 Stock Incentive Plan (the “Plan”) of Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to
February 3, 2021	EX-10.27	First Amendment, dated as of February 3, 2021, to the License Agreement, dated as of August 26, 2019, by and between the Curators of the University of Missouri and the Registrant (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-252347, filed February 3, 2021). EX-10.27 Exhibit 10.27 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. FIRST AMENDMENT TO THE LICENSE AGREEMENT DATED 8/26/2019 BETWEEN THE CURATORS OF THE UNIVERSITY OF MISSOURI AND DECIBEL THERAPEUTICS, INC. This FIRST AMENDM
February 3, 2021	S-1/A	- S-1/A S-1/A As filed with the Securities and Exchange Commission on February 3, 2021 Registration No.
January 28, 2021	EX-4.1	Specimen Stock Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-252347, filed January 28, 2021). EX-4.1 Exhibit 4.1 COMMON STOCK COMMON STOCK PAR VALUE $0.001 Certificate Number ZQ00000000 Shares 000000************** 000000************** 000000************ *000000*********** **000000************ Decibel THERAPEUTICS DECIBEL THERAPEUTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS.
January 28, 2021	S-1/A	- S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 28, 2021 Registration No.
January 28, 2021	CORRESP	- January 28, 2021 By Electronic Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Stuart M. Falber +1 617 526 6663 (t) +1 617 526 5000 (f) wilmerhale.com [email protected] Attention: Jason Drory Re: Decibel Therapeutics, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 12, 2021 CIK
January 27, 2021	CORRESP	- CORRESP 1 filename1.htm +1 617 526 6000 (t) +1 617 526 5000 (f) FOIA CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83 The entity requesting confidential treatment is: Decibel Therapeutics, Inc. 1325 Boylston Street, Suite 500 Boston, Massachusetts 02215 Attn: Laurence Reid, Ph.D. President and Chief Executive Officer (617) 370-8701 January 27, 2021 VIA EDGAR SUBMISSION AND SECURE FILE TRANSFER U.S. Se
January 22, 2021	EX-10.7	Form of Stock Option Agreement under the 2021 Stock Incentive Plan EX-10.7 Exhibit 10.7 Decibel Therapeutics, Inc. STOCK OPTION AGREEMENT Decibel Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares o
January 22, 2021	EX-4.2	Third Amended and Restated Investors’ Rights Agreement, dated as of November 2, 2020, by and among the Registrant and the other parties thereto EX-4.2 Exhibit 4.2 Execution Version DECIBEL THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 2, 2020 TABLE OF CONTENTS Page 1. Definitions. 1 2. Registration Rights. 5 2.1 Demand Registration. 5 2.2 Company Registration. 6 2.3 Underwriting Requirements. 7 2.4 Obligations of the Company. 8 2.5 Furnish Information. 9 2.6 Expenses of Registration. 10 2.7 Delay of Re
January 22, 2021	EX-21.1	Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of subsidiary Jurisdiction of incorporation or organization Decibel Securities Corporation Massachusetts Decibel Therapeutics Australia Pty Ltd Australia
January 22, 2021	EX-10.24	Form of Change in Control Agreement EX-10.24 Exhibit 10.24 Name Address Re: Decibel Therapeutics, Inc. Change in Control Agreement Dear: The Company desires to provide you with accelerated vesting of equity in the event of termination after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Chang
January 22, 2021	EX-10.17	Offer of Employment, dated as of October 28, 2020, by and between the Registrant and Laurence Reid, Ph.D. EX-10.17 Exhibit 10.17 October 28, 2020 Laurence Reid Re: Offer of Employment Dear Laurence: Decibel Therapeutics, Inc. (the “Company”) is pleased to confirm its offer to employ you as Chief Executive Officer. 1. Date of Hire. Your effective date of hire as an employee (the “Start Date”) shall be Monday, November 2, 2020 unless another date is agreed upon by you and the Company. 2. Compensation. Y
January 22, 2021	EX-10.22	Offer of Employment, dated as of December 19, 2017, by and between the Registrant and Anna Trask EX-10.22 Exhibit 10.22 December 19, 2017 Re: Offer of Employment Dear Anna: Decibel Therapeutics, Inc. (the “company”) is pleased to confirm its offer to employ you as Vice President, People, Community. and Culture reporting to Steve Holtzman. Chief Executive Officer. Your effective date of hire as an employee (the “Start Date”) shall be no later than January 2, 2018 unless another date is agreed
January 22, 2021	EX-3.3	Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering) EX-3.3 Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. Decibel Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Decibel Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of
January 22, 2021	EX-3.2	Bylaws of the Registrant EX-3.2 Exhibit 3.2 BY-LAWS OF HEARING, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting
January 22, 2021	EX-10.3	Form of Restricted Stock Agreement under the 2015 Stock Incentive Plan EX-10.3 Exhibit 10.3 [NOTE: UNLESS THE SHARES ARE FULLY VESTED UPON GRANT, IT IS GENERALLY ADVISABLE FOR THE PARTICIPANT TO FILE 83(B) ELECTION.] DECIBEL THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN This Restricted Stock Agreement (the “Agreement”) is made this [] day of [], 20[ ], between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”),
January 22, 2021	EX-10.26	Consulting Agreement, dated as of February 1, 2020, by and between the Registrant and Steven H. Holtzman EX-10.26 Exhibit 10.26 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of February 1, 2020 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Steven H. Holtzman (“Consultant”). 1. Consulting Services. Whereas Consultant’s last
January 22, 2021	EX-10.23	Offer of Employment, dated as of October 12, 2016, by and between the Registrant and Ronald Vigliotta EX-10.23 Exhibit 10.23 215 First street Cambridge, MA 02142 October 12, 20 I 6 Re: Offer of Employment Dear Ron: Decibel Therapeutics, Inc. (the “Company”) is pleased to confirm its offer to employ you as Senior Director, Finance reporting to Steve Holtzman, President & CEO. Your effective date of hire as an employee (the “Start Date”) shall be Monday, November 28, 2016 unless another date is agre
January 22, 2021	EX-10.21	Offer of Employment, dated as of September 9, 2020, by and between the Registrant and Elisabeth Leiderman, M.D. EX-10.21 Exhibit 10.21 September 9, 2020 Re: Offer of Employment Dear Lis: Decibel Therapeutics, Inc. (the “Company”) is pleased to confirm its offer to employ you as Chief Financial Officer, reporting to Laurence Reid, Chief Executive Officer. 1. Date of Hire. Your effective date of hire as an employee (the “Start Date”) shall be no later than September 14, 2020 unless another date is agreed upon
January 22, 2021	EX-10.10	2021 Employee Stock Purchase Plan EX-10.10 Exhibit 10.10 Decibel Therapeutics, Inc. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of this 2021 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Decibel Therapeutics, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), commencing at such
January 22, 2021	EX-10.15	Lease, dated as of July 20, 2016, as amended, by and between Boylston West LLC and the Registrant EX-10.15 Exhibit 10.15 Execution Version VAN NESS BOSTON, MASSACHUSETTS LEASE FROM BOYLSTON WEST LLC TO DECIBEL THERAPEUTICS, INC. TABLE OF CONTENTS ARTICLE I Basic Lease Provisions and Enumerations of Exhibits 1 1.1 Introduction 1 1.2 Basic Data 1 1.3 Enumeration of Exhibits 6 ARTICLE II Premises 7 2.1 Demise and Lease of Premises 7 2.2 Appurtenant Rights and Reservations 10 2.3 Tenant’s Right of
January 22, 2021	EX-10.19	Offer of Employment, dated as of June 17, 2016, by and between the Registrant and Steven H. Holtzman EX-10.19 Exhibit 10.19 June 17, 2016 Re: Offer of Employment Dear Steve: Decibel Therapeutics, Inc. (the “Company”) is pleased to offer to employ you as Chief Executive Officer, reporting to the Company’s Board of Directors. Your effective date of hire as an employee will be July 5, 2016. For purposes of this offer letter, the actual first day of your employment shall be referred to as the “Start
January 22, 2021	EX-10.5	Form of Nonstatutory Stock Option Agreement under the 2015 Stock Incentive Plan EX-10.5 Exhibit 10.5 DECIBEL THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN 1. Grant of Option. This Nonstatutory Stock Option Agreement (the “Agreement”) evidences the grant by Decibel Therapeutics, Inc. a Delaware corporation (the “Company”), on [ , 20] (the “Grant Date”) to [], an employee, consultant or director of the Company (the “Participant”)
January 22, 2021	EX-10.8	Form of Restricted Stock Unit Agreement under the 2021 Stock Incentive Plan EX-10.8 Exhibit 10.8 Decibel Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Decibel Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of restricted stock units (“RSUs”) granted:
January 22, 2021	EX-10.13	License Agreement, dated as of October 3, 2019, by and between the Regents of the University of California and the Registrant EX-10.13 Exhibit 10.13 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and Decibel Therapeutics for COMPOSITIONS AND METHODS FOR EXPRESSING OTOFERLIN UC Case
January 22, 2021	EX-10.11	License and Collaboration Agreement, dated as of November 15, 2017, as amended, by and between Regeneron Pharmaceuticals, Inc. and Decibel Therapeutics, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1, File No. 333-252347, filed by Decibel Therapeutics, Inc. on January 22, 2021). EX-10.11 Exhibit 10.11 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. and DECIBEL THERAPEUTICS, INC. Dated as of November 15,
January 22, 2021	EX-10.20	Offer of Employment, dated as of August 11, 2016, by and between the Registrant and John Lee EX-10.20 Exhibit 10.20 215 First Street Cambridge, MA 02142 August 11, 2016 Re: Offer of Employment Dear John: Decibel Therapeutics, Inc. (the “Company”) is pleased to confirm its offer to employ you as Senior Vice President, Pharmaceutical Development reporting to Steve Holtzman, President & CEO. Your effective date of hire as an employee (the “Start Date”) shall be no later than Tuesday, Septemb
January 22, 2021	EX-10.12	Standard Exclusive License Agreement, dated as of October 29, 2020, by and between the University of Florida Research Foundation, Incorporated and the Registrant EX-10.12 Exhibit 10.12 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. STANDARD EXCLUSIVE LICENSE AGREEMENT UFRF Agreement No: [**] TABLE OF CONTENTS Section 1 Definitions Section 2 Grant Section 3 Diligence Obligations Section
January 22, 2021	EX-10.1	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers
January 22, 2021	EX-10.14	Exclusive License Agreement, dated as of August 26, 2019, by and between the Curators of the University of Missouri and the Registrant EX-10.14 Exhibit 10.14 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into the date of last signature (“EFFECTIVE DATE”), by and be
January 22, 2021	EX-10.2	2015 Stock Incentive Plan, as amended EX-10.2 Exhibit 10.2 2015 STOCK INCENTIVE PLAN OF DECIBEL THERAPEUTICS, INC. i TABLE OF CONTENTS Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d)
January 22, 2021	EX-3.4	Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering) EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF DECIBEL THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 2 1.5 Notice of Meetings 2 1.6 Voting List 3 1.7 Quorum 3 1.8 Adjournments 4 1.9 Voting and Proxies 4 1.10 Action at Meeting 5 1.11 Nomination of Directors 5 1.12 Not
January 22, 2021	EX-3.1	Fourth Amended and Restated Certificate of Incorporation of the Registrant EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Decibel Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY
January 22, 2021	EX-10.9	Form of Restricted Stock Agreement under the 2021 Stock Incentive Plan EX-10.9 Exhibit 10.9 Decibel Therapeutics, Inc. RESTRICTED STOCK AGREEMENT Decibel Therapeutics, Inc. (the “Company”) hereby grants the following award of restricted stock pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of shares of the restricted common stock, $0.0
January 22, 2021	EX-10.6	2021 Stock Incentive Plan EX-10.6 Exhibit 10.6 Decibel Therapeutics, Inc. 2021 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2021 Stock Incentive Plan (the “Plan”) of Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to
January 22, 2021	EX-10.25	Sublease Agreement, dated June 20, 2019, by and between United HealthCare Services, Inc. and the Registrant EX-10.25 Exhibit 10.25 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT, dated June 20, 2019 (this “Sublease”), is entered into by and between United HealthCare Services, Inc., a Minnesota corporation (“Sublandlord”), and Decibel Therapeutics, Inc., a Delaware corporation (“Subtenant”). RECITALS WHEREAS, Boylston West LLC, as landlord (“Landlord”), and Sublandlord, as tenant, are parties to that certain
January 22, 2021	EX-10.18	Change in Control Agreement, dated as of November 2, 2020, by and between the Registrant and Laurence Reid, Ph.D. EX-10.18 Exhibit 10.18 November 2, 2020 Laurence Reid Re: Decibel Therapeutics, Inc. Change in Control Agreement Dear Laurence: The Company desires to provide you with accelerated vesting of equity after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change
January 22, 2021	EX-10.16	Consulting Agreement, dated as of November 11, 2019, as amended, by and between the Registrant and Laurence Reid, Ph.D. EX-10.16 Exhibit 10.16 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of November 11, 2019 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Laurence Reid, PhD (“Consultant”). 1. Consulting Services. Decibel hereby retains Co
January 22, 2021	EX-10.4	Form of Incentive Stock Option Agreement under the 2015 Stock Incentive Plan EX-10.4 Exhibit 10.4 DECIBEL THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN 1. Grant of Option. This Incentive Stock Option Agreement (the “Agreement”) evidences the grant by Decibel Therapeutics, Inc. a Delaware corporation (the “Company”), on [ , 20] (the “Grant Date”) to [], an employee of the Company (the “Participant”), of an option to purchase, in
January 22, 2021	S-1	Power of Attorney (included on signature page) S-1 Table of Contents As filed with the Securities and Exchange Commission on January 22, 2021 Registration No.
January 12, 2021	EX-10.13	material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT EX-10.13 Exhibit 10.13 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into the date of last signature (“EFFECTIVE DATE”), by and be
January 12, 2021	EX-10.27	CONSULTING AGREEMENT EX-10.27 Exhibit 10.27 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of February 1, 2020 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Steven H. Holtzman (“Consultant”). 1. Consulting Services. Whereas Consultant’s last
January 12, 2021	DRS/A	- DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 12, 2021 as Amendment No.
January 12, 2021	DRSLTR	- January 12, 2021 Stuart M. Falber By Electronic Submission +1 617 526 6663 (t) +1 617 526 5000 (f) wilmerhale.com U.S. Securities and Exchange Commission [email protected] Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jason Drory Re: Decibel Therapeutics, Inc. Draft Registration Statement on Form S-1 Submitted December 11, 2020 CIK No. 0001656536 Lad
December 11, 2020	EX-3.1	FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DECIBEL THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DECIBEL THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Decibel Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIF
December 11, 2020	EX-10.17	2 Exhibit 10.17 November 2, 2020 Laurence Reid Re: Decibel Therapeutics, Inc. Change in Control Agreement Dear Laurence: The Company desires to provide you with accelerated vesting of equity after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Contr
December 11, 2020	EX-10.11	STANDARD EXCLUSIVE LICENSE AGREEMENT UFRF Agreement No: [] TABLE OF CONTENTS Section 1 Definitions Section 2 Grant Section 3 Diligence Obligations Section 4 Financial Consideration Section 5 Reports, Records and Accounting Section 6 Patent Prosecut Exhibit 10.11 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. STANDARD EXCLUSIVE LICENSE AGREEMENT UFRF Agreement No: [] TABLE OF CONTENTS Section 1 Definitions Section 2 Grant Section 3 Diligence Obligations Section 4 Financ
December 11, 2020	DRS	As confidentially submitted to the Securities and Exchange Commission on December 11, 2020 Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 11, 2020 Registration No.
December 11, 2020	EX-10.22	2 Exhibit 10.22 September 9, 2020 Re: Offer of Employment Dear Lis: Decibel Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Chief Financial Officer, reporting to Laurence Reid, Chief Executive Officer. 1. Date of Hire. Your effective date of hire as an employee (the ?Start Date?) shall be no later than September 14, 2020 unless another date is agreed upon by you a
December 11, 2020	EX-10.23	1325 Boylston Street • Suite 500, Boston, MA 02215 Exhibit 10.23 December 19, 2017 Re: Offer of Employment Dear Anna: Decibel Therapeutics, Inc. (the ?company?) is pleased to confirm its offer to employ you as Vice President, People, Community. and Culture reporting to Steve Holtzman. Chief Executive Officer. Your effective date of hire as an employee (the ?Start Date?) shall be no later than January 2, 2018 unless another date is agreed upon by y
December 11, 2020	EX-10.26	SUBLEASE AGREEMENT Exhibit 10.26 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT, dated June 20, 2019 (this ?Sublease?), is entered into by and between United HealthCare Services, Inc., a Minnesota corporation (?Sublandlord?), and Decibel Therapeutics, Inc., a Delaware corporation (?Subtenant?). RECITALS WHEREAS, Boylston West LLC, as landlord (?Landlord?), and Sublandlord, as tenant, are parties to that certain Lease, d
December 11, 2020	EX-10.5	DECIBEL THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN Exhibit 10.5 DECIBEL THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN 1. Grant of Option. This Nonstatutory Stock Option Agreement (the ?Agreement?) evidences the grant by Decibel Therapeutics, Inc. a Delaware corporation (the ?Company?), on [ , 20] (the ?Grant Date?) to [], an employee, consultant or director of the Company (the ?Participant?), of an
December 11, 2020	EX-4.2	DECIBEL THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 2, 2020 EX-4.2 4 filename4.htm Exhibit 4.2 Execution Version DECIBEL THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 2, 2020 TABLE OF CONTENTS Page 1. Definitions. 1 2. Registration Rights. 5 2.1 Demand Registration. 5 2.2 Company Registration. 6 2.3 Underwriting Requirements. 7 2.4 Obligations of the Company. 8 2.5 Furnish Information. 9 2.6 Expenses of Registration. 10
December 11, 2020	EX-10.20	-2- Exhibit 10.20 June 10, 2016 Re: Revised Offer of Employment - Final Dear Michael: Decibel Therapeutics, Inc. (the ?Company?) is pleased to offer to employ you as Chief Scientific Officer, reporting to the interim Chief Executive Officer, Kevin Starr. As you know, in the future a Chief Executive Officer will be hired by the Company and you will be an active participant in this recruiting process, a
December 11, 2020	EX-10.2	2015 STOCK INCENTIVE PLAN DECIBEL THERAPEUTICS, INC. Exhibit 10.2 2015 STOCK INCENTIVE PLAN OF DECIBEL THERAPEUTICS, INC. i TABLE OF CONTENTS Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Duration
December 11, 2020	EX-10.16	2 Exhibit 10.16 October 28, 2020 Laurence Reid Re: Offer of Employment Dear Laurence: Decibel Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Chief Executive Officer. 1. Date of Hire. Your effective date of hire as an employee (the ?Start Date?) shall be Monday, November 2, 2020 unless another date is agreed upon by you and the Company. 2. Compensation. Your regul
December 11, 2020	EX-10.19	215 First Street Cambridge, MA 02142 Exhibit 10.19 215 First Street Cambridge, MA 02142 August 5, 2016 Re: Offer of Employment Dear Paula: Decibel Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Senior Vice President, Strategy, Portfolio and Program Leadership & Management reporting to Steve Holtzman, President & CEO. Your effective date of hire as an employee (the ?Start Date?) shall be no later t
December 11, 2020	EX-10.25	2 Exhibit 10.25 Name Address Re: Decibel Therapeutics, Inc. Change in Control Agreement Dear: The Company desires to provide you with accelerated vesting of equity in the event of termination after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Cont
December 11, 2020	EX-3.2	BY-LAWS HEARING, INC. (the “Corporation”) Exhibit 3.2 BY-LAWS OF HEARING, INC. (the ?Corporation?) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not
December 11, 2020	EX-10.3	[NOTE: UNLESS THE SHARES ARE FULLY VESTED UPON GRANT, IT IS GENERALLY ADVISABLE FOR THE PARTICIPANT TO FILE 83(B) ELECTION.] DECIBEL THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN Exhibit 10.3 [NOTE: UNLESS THE SHARES ARE FULLY VESTED UPON GRANT, IT IS GENERALLY ADVISABLE FOR THE PARTICIPANT TO FILE 83(B) ELECTION.] DECIBEL THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN This Restricted Stock Agreement (the ?Agreement?) is made this [] day of [], 20[ ], between Decibel Therapeutics, Inc., a Delaware corporation (the ?Company?), and [] (
December 11, 2020	EX-10.18	-2- Exhibit 10.18 June 17, 2016 Re: Offer of Employment Dear Steve: Decibel Therapeutics, Inc. (the ?Company?) is pleased to offer to employ you as Chief Executive Officer, reporting to the Company?s Board of Directors. Your effective date of hire as an employee will be July 5, 2016. For purposes of this offer letter, the actual first day of your employment shall be referred to as the ?Start Date?. Yo
December 11, 2020	EX-21.1	SUBSIDIARIES OF THE REGISTRANT Name of subsidiary Jurisdiction of incorporation or organization Decibel Securities Corporation Massachusetts Decibel Therapeutics Australia Pty Ltd Australia Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of subsidiary Jurisdiction of incorporation or organization Decibel Securities Corporation Massachusetts Decibel Therapeutics Australia Pty Ltd Australia
December 11, 2020	EX-10.21	215 First Street Cambridge, MA 02142 Exhibit 10.21 215 First Street Cambridge, MA 02142 August 11, 2016 Re: Offer of Employment Dear John: Decibel Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Senior Vice President, Pharmaceutical Development reporting to Steve Holtzman, President & CEO. Your effective date of hire as an employee (the ?Start Date?) shall be no later than Tuesday, September 6, 201
December 11, 2020	EX-10.13	material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT Exhibit 10.13 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?AGREEMENT?) is made and entered into the date of last signature (?EFFECTIVE DATE?), by and between THE
December 11, 2020	EX-10.12	LICENSE AGREEMENT THE REGENTS OF THE UNIVERSITY OF CALIFORNIA Decibel Therapeutics COMPOSITIONS AND METHODS FOR EXPRESSING OTOFERLIN UC Case No. [] Exhibit 10.12 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and Decibel Therapeutics for COMPOSITIONS AND METHODS FOR EXPRESSING OTOFERLIN UC Case No. []
December 11, 2020	EX-10.10	LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. DECIBEL THERAPEUTICS, INC. Dated as of November 15, 2017 Exhibit 10.10 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AND COLLABORATION AGREEMENT By and Between REGENERON PHARMACEUTICALS, INC. and DECIBEL THERAPEUTICS, INC. Dated as of November 15, 2017 TAB
December 11, 2020	EX-10.24	215 First street Cambridge, MA 02142 Exhibit 10.24 215 First street Cambridge, MA 02142 October 12, 20 I 6 Re: Offer of Employment Dear Ron: Decibel Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Senior Director, Finance reporting to Steve Holtzman, President & CEO. Your effective date of hire as an employee (the ?Start Date?) shall be Monday, November 28, 2016 unless another date is agreed upon b
December 11, 2020	EX-10.4	DECIBEL THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN Exhibit 10.4 DECIBEL THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLAN 1. Grant of Option. This Incentive Stock Option Agreement (the ?Agreement?) evidences the grant by Decibel Therapeutics, Inc. a Delaware corporation (the ?Company?), on [ , 20] (the ?Grant Date?) to [], an employee of the Company (the ?Participant?), of an option to purchase, in whole o
December 11, 2020	EX-10.14	VAN NESS BOSTON, MASSACHUSETTS BOYLSTON WEST LLC DECIBEL THERAPEUTICS, INC. Exhibit 10.14 Execution Version VAN NESS BOSTON, MASSACHUSETTS LEASE FROM BOYLSTON WEST LLC TO DECIBEL THERAPEUTICS, INC. TABLE OF CONTENTS ARTICLE I Basic Lease Provisions and Enumerations of Exhibits 1 1.1 Introduction 1 1.2 Basic Data 1 1.3 Enumeration of Exhibits 6 ARTICLE II Premises 7 2.1 Demise and Lease of Premises 7 2.2 Appurtenant Rights and Reservations 10 2.3 Tenant?s Right of First Of
December 11, 2020	EX-10.15	CONSULTING AGREEMENT Exhibit 10.15 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (together with its Schedule A, this ?Agreement?) made as of November 11, 2019 (the ?Effective Date?), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (?Decibel?), and Laurence Reid, PhD (?Consultant?). 1. Consulting Services. Decibel hereby retains Consultant

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