TY 2023 Form 990

- TIN:

Form990

Department of the TreasuryInternal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter social security numbers on this form as it may be made public.

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

A For the 2023 calendar year, or tax year beginning 01-01-2023 , and ending 12-31-2023

BCheck if applicable: Address change Name change Initial return Final return/terminated Amended return Application pending

CName of organization
TRANSCELERATE BIOPHARMA INC

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
300 CONSHOHOCKEN STATE ROAD 420

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WEST CONSHOHOCKEN, PA19428

D Employer identification number

46-0886344

E Telephone number

G Gross receipts $ 34,168,812

F Name and address of principal officer:
JANICE CHANG
300 CONSHOHOCKEN STATE ROAD 420
WEST CONSHOHOCKEN,PA19428

Tax-exempt status: 501(c)(3) 501(c) ( 6 ) (insert no.) 4947(a)(1) or 527

Website:

WWW.TRANSCELERATEBIOPHARMAINC.COM

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. See instructions.

H(c)

Group exemption number

K Form of organization: Corporation Trust Association Other

L Year of formation: 2012

M State of legal domicile: DE

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: IMPROVE THE HEALTH OF PEOPLE IN THE WORLD BY ENHANCING THE R&D OF INNOVATIVE THERAPIES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	21
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	20
5	Total number of individuals employed in calendar year 2023 (Part V, line 2a) ......	5	34
6	Total number of volunteers (estimate if necessary) .............	6	22
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	33,532,000	33,395,000
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	68,302	773,812
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	33,600,302	34,168,812
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	9,009,562	9,951,190
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	25,252,810	22,569,959
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	34,262,372	32,521,149
19	Revenue less expenses. Subtract line 18 from line 12.......	-662,070	1,647,663
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	48,482,660	48,107,662
21	Total liabilities (Part X, line 26).............	38,508,812	36,490,338
22	Net assets or fund balances. Subtract line 21 from line 20.....	9,973,848	11,617,324

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name

Firm's EIN

Firm's address

Phone no.

May the IRS discuss this return with the preparer shown above? See Instructions. ..........YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2023)

Form 990 (2023)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III..............

Briefly describe the organization’s mission: TRANSCELERATE BIOPHARMA'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL RESEARCH AND DEVELOPMENT COMMUNITY TO IDENTIFY, PRIORITIZE, DESIGN, AND FACILITATE THE IMPLEMENTATION OF SOLUTIONS DESIGNED TO DRIVE THE EFFICIENT, EFFECTIVE AND HIGH-QUALITY DELIVERY OF NEW MEDICINES.MEMBERSHIP IN TRANSCELERATE IS OPEN TO BIOPHARMACEUTICAL COMPANIES WITH RESEARCH & DEVELOPMENT OPERATIONS.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ..................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program
services? ........................... Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 23,212,761 including grants of $ ) (Revenue $ 33,395,000 )
	IN 2023, TRANSCELERATE DELIVERED THE FOLLOWING ACCOMPLISHMENTS:TRANSCELERATE DELIVERED 47 PRAGMATIC SOLUTIONS AND ADOPTION TOOLS, BRINGING THE TOTAL NUMBER SINCE THE INCEPTION OF THE ORGANIZATION TO 570+. SEE SCHEDULE O FOR ADDITIONAL PROGRAM SERVICE ACCOMPLISHMENTS.TRANSCELERATE PARTNERED WITH THE ASSOCIATION OF CLINICAL RESEARCH ORGANIZATIONS (ACRO) TO WORK ON CO-DEVELOPING A SERIES OF SOLUTIONS TO AID STAKEHOLDERS IN NAVIGATING GOOD CLINICAL PRACTICE (GCP) GUIDELINES.THE INTERPRETATION OF CLINICAL GUIDANCES & REGULATIONS INITIATIVE RELEASED A PAPER "THE RENOVATION OF GOOD CLINICAL PRACTICE: A FRAMEWORK FOR KEY COMPONENTS OF ICH E8," TO ENHANCE THE UNDERSTANDING OF SPECIFIC TOPICS DETAILED IN ICH E8 INCLUDING QBD, CTQ, FIT FOR PURPOSE, AND STAKEHOLDER ENGAGEMENT. BIOCELERATE, A LIMITED LIABILITY COMPANY CLASSIFIED AS A DISREGARDED ENTITY IN WHICH TRANSCELERATE IS THE SOLE MEMBER("BIOCELERATE"), CONDUCTED AN INITIATIVE TO DEVELOP COMMON TEMPLATES FOR NONCLINICAL STUDIES, WHICH WRAPPED UP DEVELOPMENT AT THE END OF 2023 AND IS NOW COMPLETE. SOLUTIONS DELIVERED INCLUDED A NONCLINICAL COMMON PROTOCOL TEMPLATE, A NONCLINICAL COMMON STUDY REPORT TEMPLATE, AND SUPPORTING IMPLEMENTATION MATERIALS.BIOCELERATE ESTABLISHED THE BIOCELERATE COLLABORATION FORUM. THIS FORUM CONVENES STAKEHOLDERS IN PRECLINICAL RESEARCH TO ENGAGE ON CHALLENGES, OPPORTUNITIES, AND POSSIBLE SOLUTIONS. TWO EVENTS WERE HELD IN 2023 BRINGING TOGETHER 17 ORGANIZATIONS REPRESENTING SPONSORS, CROS, AND HEALTH AUTHORITIES. THE PRIVACY METHODOLOGY FOR DATA SHARING INITIATIVE CREATED THE METHODOLOGY FOR DATA SHARING TOOLKIT TO ENHANCE DATA UTILITY WHILE PROTECTING PATIENT PRIVACY . A PRIVACY METHODOLOGY INFORMATIONAL RESOURCE VIDEO AS WELL AS A PRIVACY METHODOLOGY INFORMATIONAL RESOURCE WERE ALSO DELIVERED. A TRANSPARENCY CHECKLIST WAS CREATED AS A TEMPLATE OF KEY INFORMATION, WHICH ALLOWS A DATA PROVIDER TO DESCRIBE THE DATA MODIFICATIONS/DERIVATIONS PERFORMED. THIS INFORMATION HELPS FACILITATE USE OF THE DATA BY DATA RECIPIENTS.THE DIGITAL DATA FLOW INITIATIVE (DDF) HOSTED A SERIES OF GLOBAL WORKSHOPS TO IDENTIFY LEARNINGS AND GARNER FEEDBACK FROM STAKEHOLDERS. THE INITIATIVE WORK WITH A STANDARD-SETTING ORGANIZATION, THE CLINICAL DATA INTERCHANGE STANDARDS CONSORTIUM (CDISC), TO DEVELOP THE CDISC UNIFIED STUDY DEFINITIONS MODEL (USDM) V2.0. THE INITIATIVE ALSO CREATED THE STUDY DEFINITIONS REPOSITORY (SDR) V2.0.1 REFERENCE IMPLEMENTATION & ASSOCIATED SOURCE CODE, AND A SERIES OF PERSONA TOOLKITS FOR CLINICAL DATA MANAGERS, PROTOCOL MEDICAL WRITERS, AND INFORMATION TECHNOLOGY LEADERSHIP AND TECHNICAL EXPERT ROLES. THE LAUNCH OF THE DIGITAL DATA FLOW TECHNOLOGY ARCHITECTURE SCENARIOS TOOL PROVIDES A SET OF SCENARIOS FOR THE TECHNICAL IMPLEMENTATION OF THE USDM.TRANSCELERATE STRATEGICALLY COMBINED THE EFFORTS OF ITS DDF AND CC&R INITIATIVES AND OUR ENGAGEMENT IN THE HL7 VULCAN FHIR ACCELERATOR (HL7 VULCAN) --WHICH BUILDS UPON OUR PREVIOUS ESOURCE WORKTO MODERNIZE SOLUTIONS ON THE EVOLVING REGULATORY LANDSCAPE. IN 2023, HL7 VULCAN LAUNCHED A NEW PROJECT TO COLLABORATE WITH CDISC AND ICH M11 CLINICAL CESHARP. THE REAL WORLD DATA (RWD) AUDIT READINESS INITIATIVE PUBLISHED "ASSURING AUDIT AND INSPECTION READINESSCONSIDERATIONS FOR THE USE OF RWD AND RWE IN REGULATORY DECISION-MAKING." A REAL WORLD DATA HEALTH AUTHORITY ENGAGEMENT AWARENESS TOOLKIT WAS DEVELOPED TO DELINEATE A RELIABLE, STREAMLINED, AND SCALABLE APPROACH FOR INTERACTIONS WITH HEALTH AUTHORITIES CONCERNING THE USE OF RWD FOR DECISION-MAKING.THE PARTICIPANT DATA RETURN INITIATIVE (PDR) CREATED AN INDIVIDUAL PARTICIPANT DATA RETURN (IPDR) PACKAGE THAT PROVIDES GENERAL CONSIDERATIONS TO ENABLE DATA RETURN TO CLINICAL STUDY PARTICIPANTS.THE PATIENT TECHNOLOGY INITIATIVE UPDATED THE PATIENT TECHNOLOGY REGULATORY LANDSCAPE TOOL THAT PROVIDES AN OVERVIEW OF REGULATORY REQUIREMENTS RELATED TO PATIENT TECHNOLOGY AND ITS USE IN CLINICAL TRIALS.THE PERSONALIZED CLINICAL TRIALS FRAMEWORK CREATED A SET OF PRACTICAL CONSIDERATIONS ACROSS 14 POTENTIAL OPPORTUNITIES TO SUPPORT THE R&D ECOSYSTEM IN OFFERING OPTIONS THAT HELP INTEGRATE CLINICAL TRIAL REQUIREMENTS MORE SEAMLESSLY INTO THE LIVES OF TRIAL PARTICIPANTS. THE PATIENT EXPERIENCE INITIATIVE (PE) CREATED A GRATITUDE TOOLKIT ALONG WITH AN INFOGRAPHIC THAT IS DESIGNED TO ENABLE STUDY SPONSORS AND SITES TO SHOW APPRECIATION TO CLINICAL STUDY PARTICIPANTS. A SET OF PRACTICAL CONSIDERATIONS TITLED "PERSONALIZED CLINICAL TRIALS FRAMEWORK" WAS CREATED TO SUPPORT UNDERSTANDING AND EVALUATING OPTIONS THAT ENABLE A MORE PERSONALIZED EXPERIENCE FOR CLINICAL TRIAL PARTICIPANTS ACROSS DIVERSE POPULATIONS. TRANSCELERATE SUPPORTED THE ACCELERATING CLINICAL TRIALS IN THE EUROPEAN UNION (ACT EU) WORKING GROUP BY PROVIDING COLLECTIVE COMMENTS AND RECOMMENDATIONS TO ITS "RECOMMENDATION PAPER ON DECENTRALISED ELEMENTS IN CLINICAL TRIALS." THE DIVERSITY OF PARTICIPANTS IN CLINICAL TRIALS INITIATIVE CREATED THE FDA DIVERSITY PLAN EARLY INSIGHTS & CONSIDERATIONS, AN AGGREGATED COLLECTION OF INSIGHTS AND CONSIDERATIONS GATHERED FROM MEMBER COMPANY INTERVIEWS. TRANSCELERATE'S DIVERSITY INITIATIVE BEGAN WORK ON MODIFYING ITS EARLIER WORK TO CREAT THE U.S. REGULATORY LANDSCAPE: DIVERSITY IN CLINICAL TRIALS V2.0, WHICH WILL REFLECT THE EVOLUTION IN THE REGULATORY LANDSCAPE SINCE THE PRIOR VERSION WAS RELEASED. THE RAPID SIGNAL ASSESSMENT USING REAL WORLD DATA INITIATIVE (RSA RWD) RELEASED THE "SAFETY SIGNAL ASSESSMENT." THE INITIATIVE ALSO DEVELOPED A FRAMEWORK FOR RAPID SIGNAL ASSESSMENT USING REAL-WORLD DATA WHICH PROVIDES AN END-TO-END HIGH-LEVEL PROCESS MAP ON USING RWD AS AN OPTION TO CONDUCT SAFETY SIGNAL ASSESSMENTS MORE RAPIDLY.THE INTERPRETATION OF PHARMACOVIGILANCE GUIDANCES & REGULATIONS INITIATIVE'S (IGR-PV) TEAM CREATED ESSENTIAL TOOLS TO IDENTIFY DRUG DEVELOPMENT OPPORTUNITIES FOR PREGNANT AND BREASTFEEDING PATIENTS AND RELEASED A PEER-REVIEWED PAPER "CALL TO ACTION: HARMONISATION OF PHARMACOVIGILANCE REGULATIONS FOR POST-MARKETING PREGNANCY AND BREASTFEEDING SAFETY STUDIES." THEY ALSO CREATED AN IMPROVING SAFETY & EFFICACY OF MEDICINES FOR PREGNANT & BREASTFEEDING PEOPLE INFOGRAPHIC. THE PHARMACOVIGILANCE AGREEMENTS OPTIMIZATION INITIATIVE (PVAO) TEAM DELIVERED A PAPER "NEGOTIATING YOUR WAY THROUGH THE VIGILANCE AGREEMENT MAZEIS THERE A BETTER WAY?" SUPPLEMENTAL MATERIALS WERE CREATED TO PROVIDE ADDITIONAL CONSIDERATIONS. THE INITIATIVE DELIVERED A PEER-REVIEWED ARTICLE "PHARMACOVIGILANCE AGREEMENTS: NEGOTIATING SAFETY DATA EXCHANGE TIMELINES: TO AGREE TO DISAGREE? THAT IS THE QUESTION." THE INTELLIGENT AUTOMATION OPPORTUNITIES IN PHARMACOVIGILANCE INITIATIVE (IAO) RELEASED A PEER-REVIEWED ARTICLE, "INDIVIDUAL CASE SAFETY REPORT REPLICATION: AN ANALYSIS OF CASE REPORTING TRANSMISSION NETWORKS," THAT REPORTS AN ANALYSIS PERFORMED TO PROVIDE A FIRST-TIME QUANTIFICATION OF THE AMOUNT OF ICSR REPLICATION TAKING PLACE. AN ARTIFICIAL INTELLIGENCE-BASED VALIDATION CASE STUDY THEMES WAS CREATED TO PROVIDE THEMES FROM USE CASES FOCUSED ON EARLY ADOPTERS' EXPERIENCES APPLYING AI TO PV APPLICATIONS. AND "SIGNAL MANAGEMENT INTELLIGENT AUTOMATION OPPORTUNITIES FOR SIGNAL DETECTION" WAS CREATED TO IDENTIFY HOW A SAMPLING OF COMPANIES ARE CURRENTLY USING INTELLIGENT AUTOMATIONS.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses23,212,761

Form 990 (2023)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors? See instructions. ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I Click to see attachment

List of Attached Documents:

// Content

.............

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II.........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Rev. Proc. 98-19? If "Yes," complete Schedule C, Part III Click to see attachment

List of Attached Documents:

// Content

Yes

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I.........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II....

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"
complete Schedule D, Part III..............

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi endowments? If "Yes," complete Schedule D, Part V......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X, as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete
Schedule D, Part VI. ...................

11a

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete
Schedule D, Parts XI and XII......................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States? .....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV.....

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I. See instructions. ....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.....

Form 990 (2023)

Page 4

Part IV

Checklist of Required Schedules (continued)

Yes

Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

List of Attached Documents:

// Content

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a...............

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds? ...............

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ....

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I.......................

25b

Did the organization report any amount on Part X, line 5 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........

Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?

If "Yes," complete

Schedule L, Part III.........................

Was the organization a party to a business transaction with one of the following parties (see the Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................

28a

A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....

28b

A 35% controlled entity of one or more individuals and/or organizations described in line 28a or 28b? If "Yes," complete Schedule L, Part IV.....................

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M .................

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II........................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I............ Click to see attachment

List of Attached Documents:

// Content

Yes

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1......................... Click to see attachment

List of Attached Documents:

// Content

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

List of Attached Documents:

// Content

Did the organization complete Schedule O and provide explanations on Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Part V

Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........

Yes

Enter the number reported in box 3 of Form 1096. Enter -0- if not applicable ..

Enter the number of Forms W-2G included on line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Form 990 (2023)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance (continued)

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ..

If "Yes," enter the name of the foreign country:
See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? ...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? ....................

If "Yes," did the organization notify the donor of the value of the goods or services provided? .....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? .........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................

Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? ........

Sponsoring organizations maintaining donor advised funds.

Did the sponsoring organization make any taxable distributions under section 4966?........

Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources. (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state? .........
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see the instructions and file Form 4720, Schedule N.

Yes

Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.

Section 501(c)(21) organizations. Did the trust, or any disqualified or other person engage in any activities that would result in the imposition of an excise tax under section 4951, 4952, or 4953? ..
If "Yes," complete Form 6069.

Form 990 (2023)

Page 6

Part VI

Governance, Management, and Disclosure. For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? .

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .......................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe on Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe on Schedule O how this was done...................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process on Schedule O. See instructions.

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the states with which a copy of this Form 990 is required to be filed

Section 6104 requires an organization to make its Form 1023 (1024 or 1024-A, if applicable), 990, and 990-T (section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, address, and telephone number of the person who possesses the organization's books and records:
ANTHONY GARGES HEAD OF FINANCE AND ADMINISTRATION300 CONSHOHOCKEN STATE ROAD STE 420 WEST CONSHOHOCKEN,PA19428 (484) 539-1230

Form 990 (2023)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See the instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (box 5 of Form W-2, box 6 of Form 1099-MISC, and/or box 1 of Form 1099-NEC) of more than $100,000 from the organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

See the instructions for the order in which to list the persons above.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(1) JANICE CHANG...................................................................... CEO	40.00 .................	X	X	1,063,770	0	41,913
(2) KATHRYN OWEN...................................................................... CHAIR OF BOARD OF DIRECTOR	0.50 .................	X		0	0	0
(3) BADHRI SRINIVASAN...................................................................... VICE CHAIR OF BOARD OF DIR	0.50 .................	X		0	0	0
(4) ELIAV BARR...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(5) DIETMAR BERGER...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(6) ULI BROEDL...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(7) CHRIS CORSICO...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(8) ROB GOODWIN...................................................................... BOARD MEMBER (EFF 08/2023)	0.50 .................	X		0	0	0
(9) NARIMON HONARPOUR...................................................................... BOARD MEMBER (EFF 03/2023)	0.50 .................	X		0	0	0
(10) CHRISTOPH KOENEN...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(11) MARIA KOUTSOPOULOU...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(12) BARI KOWAL...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(13) MARTIN HOLST LANGE...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(14) IRIS LOEW-FRIEDRICH...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(15) CRISTIAN MASSACESI...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(16) ROBERT METCALF...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0
(17) MICHELLE ROHRER...................................................................... BOARD MEMBER	0.50 .................	X		0	0	0

Form 990 (2023)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) MOKASH SHARMA........................................................................ BOARD MEMBER	0.50 .......................	X				0	0	0
(19) TADAAKI TANIGUCHI........................................................................ BOARD MEMBER	0.50 .......................	X				0	0	0
(20) ROOPAL THAKKAR........................................................................ BOARD MEMBER	0.50 .......................	X				0	0	0
(21) TAKUKO YAMADA-SAWADA........................................................................ BOARD MEMBER	0.50 .......................	X				0	0	0
(22) ROB LENZ........................................................................ BOARD MEMBER (THRU 03/2023)	0.50 .......................	X				0	0	0
(23) WILLIAM PAO........................................................................ BOARD MEMBER (THUR 08/2023)	0.50 .......................	X				0	0	0
(24) ALLISON CUFF SHIMOOKA........................................................................ COO (EFF 07/17/2023)	40.00 .......................		X			302,390	0	19,264
(25) ANDREW LEE........................................................................ TREASURER	0.50 .......................		X			0	0	0
(26) STEPHEN LIN........................................................................ SECRETARY	0.50 .......................		X			0	0	0
(27) JENNIFER A BURGESS........................................................................ VP GLOBAL COMMUNICATIONS & ENGAGEMENT	40.00 .......................			X		563,544	0	50,328
(28) CARA L RINALDI........................................................................ VP OF PORTFOLIO MANAGEMENT	40.00 .......................			X		520,134	0	54,582
(29) ANTHONY GARGES........................................................................ HEAD OF FINANCE & ADMINISTRATION	40.00 .......................			X		480,742	0	53,778
(30) JENEEN DONADEO........................................................................ EXEC. DIRECTOR OF PORTFOLIO	40.00 .......................			X		480,832	0	38,362
(31) ROBERT DICICCO........................................................................ VP OF PORTFOLIO MANAGEMENT	40.00 .......................			X		375,577	0	55,230
(32) DALVIR GILL........................................................................ FORMER CEO	40.00 .......................				X	2,534,948	0	0

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	6,321,937	0	313,457

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 24

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such
individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
PA CONSULTING GROUP INC 10 BRESSENDEN PLACE LONDON UK	CONSULTING SERVICES	6,921,539
ACCENTURE LLP 161 N CLARK STREET CHICAGO,IL60601	CONSULTING & IT SERVICES	4,786,955
KILPATRICK TOWNSEND 601 14TH STREET NW SUITE 900 WASHINGTON,DC20005	LEGAL SERVICES	2,625,268
ARTEMIS FACTOR LLC 314 CARLYLE ROAD WEST CHESTER,PA19382	CONSULTING SERVICES	2,233,548
CDISC 401 W 15TH STREET SUITE 520 AUSTIN,TX78701	CONSULTING SERVICES	1,343,366
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 18

Form 990 (2023)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII.............

(A)
Total revenue

(B)
Related or
exempt
function
revenue

(D)
Revenue
excluded from
tax under sections
512 - 514

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a - 1f:$	1g

h Total. Add lines 1a-1f.......

		Business Code
2a	MEMBERSHIP DUES	541900	33,395,000	33,395,000
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		33,395,000

3 Investment income (including dividends, interest, and othersimilar amounts) ......			773,812			773,812
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
			(i) Real	(ii) Personal
6a	Gross rents	6a
b	Less: rental expenses	6b
c	Rental income or (loss)	6c
d	Net rental income or (loss).......
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a
b	Less: cost or other basis and sales expenses	7b
c	Gain or (loss)	7c
d	Net gain or (loss).........
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..

Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			34,168,812	33,395,000	0	773,812

Form 990 (2023)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX..............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	1,426,039		1,426,039
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	7,418,844	3,908,724	3,510,120
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	163,640	82,678	80,962
9	Other employee benefits .......	541,372	336,407	204,965
10	Payroll taxes ...........	401,295	152,693	248,602
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	2,621,800	1,531,530	1,090,270
c	Accounting ...........	24,301		24,301
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	13,651,416	12,811,616	839,800
12	Advertising and promotion ....	50,377	15,302	35,075
13	Office expenses .......	68,393	1,193	67,200
14	Information technology ......	4,382,454	4,264,215	118,239
15	Royalties ..
16	Occupancy ...........	349,143		349,143
17	Travel ............	388,671	100,155	288,516
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	156,586	8,248	148,338
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..
23	Insurance ...	252,807		252,807
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	EXCESS COMPENSATION TAX	337,775		337,775
b	RECRUITING	257,760		257,760
c	ADMINISTRATIVE FEES	14,539		14,539
d	CHARITABLE CONTRIBUTION	6,600		6,600
e	All other expenses	7,337		7,337
25	Total functional expenses. Add lines 1 through 24e	32,521,149	23,212,761	9,308,388	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2023)

Page 11

Part X

Balance Sheet

Check if Schedule O contains a response or note to any line in this Part IX..............

				(A) Beginning of year		(B) End of year

1	Cash–non-interest-bearing ........		8,408,055	1	3,936,830
2	Savings and temporary cash investments .........		9,591,404	2	11,814,650
3	Pledges and grants receivable, net ......			3
4	Accounts receivable, net .............		30,235,000	4	32,162,984
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				6
7	Notes and loans receivable, net ...........			7
8	Inventories for sale or use ............			8
9	Prepaid expenses and deferred charges ......		221,218	9	166,215
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation	10b		10c
11	Investments—publicly traded securities .			11
12	Investments—other securities. See Part IV, line 11 .....			12
13	Investments—program-related. See Part IV, line 11 ..			13
14	Intangible assets ...............			14
15	Other assets. See Part IV, line 11 ...........		26,983	15	26,983
16	Total assets. Add lines 1 through 15 (must equal line 33)...		48,482,660	16	48,107,662

17	Accounts payable and accrued expenses .....	5,246,812	17	3,088,338
18	Grants payable ...		18
19	Deferred revenue .........	33,262,000	19	33,402,000
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D		25
26	Total liabilities. Add lines 17 through 25..	38,508,812	26	36,490,338

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	9,973,848	27	11,617,324
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	9,973,848	32	11,617,324
33	Total liabilities and net assets/fund balances ........	48,482,660	33	48,107,662

Form 990 (2023)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI..............

Total revenue (must equal Part VIII, column (A), line 12) ............

34,168,812

Total expenses (must equal Part IX, column (A), line 25) ............

32,521,149

Revenue less expenses. Subtract line 2 from line 1 ..............

1,647,663

Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..

9,973,848

Net unrealized gains (losses) on investments ...............

-4,187

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))

11,617,324

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII.............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain on
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Uniform Guidance, 2 C.F.R. Part 200, Subpart F?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2023)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE C
(Form 990)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

right arrow

Complete if the organization is described below. right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

TRANSCELERATE BIOPHARMA INC

Employer identification number

46-0886344

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV. See instructions for definition of “political campaign activities."

Political campaign activity expenditures. See instructions .................................................................... right arrow

Volunteer hours for political campaign activities. See instructions ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ right arrow

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... right arrow

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... right arrow

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ right arrow

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... right arrow

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

For Paperwork Reduction Act Notice, see the instructions for Form 990.

Cat. No. 50084S

Schedule C (Form 990) 2022

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check right arrow

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check right arrow

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................
d	Other exempt purpose expenditures ...............................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990) 2022

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Total. Add lines 1c through 1i ....................................................................................................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Yes

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures. See Instructions .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

TRANSCELERATE BIOPHARMA INC

Employer identification number

46-0886344

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2023

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1DALVIR GILL FORMER CEO	(i) (ii)	216,093 ------------- 0	2,318,855 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	2,534,948 ------------- 0	0 ------------- 0
2JANICE CHANG CEO	(i) (ii)	766,800 ------------- 0	296,970 ------------- 0	0 ------------- 0	13,200 ------------- 0	28,713 ------------- 0	1,105,683 ------------- 0	0 ------------- 0
3JENNIFER A BURGESS VP GLOBAL COMMUNICATIONS & ENGAGEMEN	(i) (ii)	330,196 ------------- 0	233,348 ------------- 0	0 ------------- 0	13,200 ------------- 0	37,128 ------------- 0	613,872 ------------- 0	0 ------------- 0
4CARA L RINALDI VP OF PORTFOLIO MANAGEMENT	(i) (ii)	298,092 ------------- 0	222,042 ------------- 0	0 ------------- 0	1,944 ------------- 0	52,638 ------------- 0	574,716 ------------- 0	0 ------------- 0
5ANTHONY GARGES HEAD OF FINANCE & ADMINISTRATION	(i) (ii)	257,724 ------------- 0	223,018 ------------- 0	0 ------------- 0	13,200 ------------- 0	40,578 ------------- 0	534,520 ------------- 0	0 ------------- 0
6JENEEN DONADEO EXEC. DIRECTOR OF PORTFOLIO	(i) (ii)	294,406 ------------- 0	186,426 ------------- 0	0 ------------- 0	13,200 ------------- 0	25,162 ------------- 0	519,194 ------------- 0	0 ------------- 0
7ROBERT DICICCO VP OF PORTFOLIO MANAGEMENT	(i) (ii)	290,602 ------------- 0	84,975 ------------- 0	0 ------------- 0	1,416 ------------- 0	53,814 ------------- 0	430,807 ------------- 0	0 ------------- 0
8ALLISON CUFF SHIMOOKA COO (EFF 07/17/2023)	(i) (ii)	190,390 ------------- 0	112,000 ------------- 0	0 ------------- 0	1,423 ------------- 0	17,841 ------------- 0	321,654 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2023

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 3	THE BOARD CHAIR, WITH INPUT FROM OTHER DIRECTORS OR A SUBCOMMITTEE OF THE BOARD, ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE.
PART I, LINE 4A	THE FORMER CEO RECEIVED BASE COMPENSATION THROUGH Q1 AND PAYOUT OF HIS LONG TERM INCENTIVE PLAN BALANCE IN ACCORDANCE WITH HIS SEPARATION EFFECTIVE DECEMBER 31, 2022, INCLUDED IN LINE B(II) ABOVE.

Schedule J (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

TRANSCELERATE BIOPHARMA INC

Employer identification number

46-0886344

Return Reference	Explanation
FORM 990, PART I, LINE 6, TOTAL NUMBER OF VOLUNTEERS:	THE TOTAL NUMBER OF VOLUNTEERS OF 22, ENCOMPASSES ALL ACTIVE BOARD MEMBER THROUGHOUT THE CALENDAR YEAR.
FORM 990, PART VI, SECTION A, LINE 4	DURING 2023, THE BOARD OF DIRECTORS OF THE CORPORATION APPROVED AMENDING THE BYLAWS OF THE CORPORATION TO INCREASE FROM FOUR (4) TO FIVE (5) THE NUMBER OF BOARD SEATS TO BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS, AND ACCORDINGLY TO INCREASE THE TOTAL NUMBER OF DIRECTORS FROM 21 TO 22 TO REFLECT SUCH INCREASE.
FORM 990, PART VI, SECTION A, LINE 6	THE MEMBERS OF THE CORPORATION CONSIST OF SUCH FIRMS AND CORPORATIONS THAT ARE APPROVED FOR MEMBERSHIP FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR ITS DESIGNEES IN ACCORDANCE WITH THE POLICIES AND PROCEDURES OF THE CORPORATION. THE CORPORATION HAS THE FOLLOWING CATEGORIES OF MEMBERS: A. TIER I MEMBERS - TO BE ELIGIBLE FOR TIER I MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT IN EXCESS OF $2.5 BILLION. ELIGIBILITY FOR TIER I MEMBERSHIP IS ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. THE INITIAL TIER I MEMBERS ARE FURTHER DEFINED AS THE "CHARTER MEMBERS." B. TIER II MEMBERS - TO BE ELIGIBLE FOR TIER II MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $2.5 BILLION BUT MORE THAN $100 MILLION. ELIGIBILITY FOR TIER II MEMBERSHIP WILL BE ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. C. ASSOCIATE MEMBERS - TO BE ELIGIBLE FOR ASSOCIATE MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $100 MILLION.
FORM 990, PART VI, SECTION A, LINE 7A	THE BOARD OF DIRECTORS SHALL BE COMPRISED OF UP TO TWENTY-TWO (22) DIRECTORS; PROVIDED THAT: (I) TEN (10) SEATS ARE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE CHARTER MEMBERS; (II) UP TO FIVE (5) ADDITIONAL SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS; (III) UP TO SIX (6) SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER II MEMBERS; AND (IV) ONE (1) SEAT SHALL BE FILLED BY THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. THE CORPORATION'S BYLAWS STATE THAT DIRECTORS SHALL BE ELECTED OR APPOINTED, AS APPLICABLE, ANNUALLY AT THE ANNUAL MEETING OF MEMBERS AND SHALL SERVE UNTIL THE FOLLOWING ANNUAL MEETING OF MEMBERS AND UNTIL THEIR SUCCESSORS ARE ELECTED OR APPOINTED, AS APPLICABLE, AND QUALIFIED. EACH CHARTER MEMBER SHALL HAVE THE RIGHT TO APPOINT A REPRESENTATIVE OF THE CHARTER MEMBER TO SERVE AS A CHARTER MEMBER DIRECTOR. TIER I AT-LARGE DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER I MEMBERS, WHICH INCLUDE THE CHARTER MEMBERS. TIER II DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER II MEMBERS. THE CEO DIRECTOR SHALL SERVE EX-OFFICIO, FOR SO LONG AS HE OR SHE SHALL HOLD THE OFFICE OF CHIEF EXECUTIVE OFFICER. EACH TIER I MEMBER SHALL BE ENTITLED TO THREE (3) VOTES AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER I MEMBERS ARE ENTITLED TO VOTE. EACH TIER II MEMBER SHALL BE ENTITLED TO ONE (1) VOTE AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER II MEMBERS ARE ENTITLED TO VOTE. ASSOCIATE MEMBERS SHALL BE ENTITLED TO NOTICE OF AND TO ATTEND MEETINGS OF THE MEMBERS BUT SHALL NOT BE ENTITLED TO VOTE AT SUCH MEETINGS. NOTWITHSTANDING THE ABOVE, IN ORDER TO BE ELIGIBLE TO VOTE, A MEMBER MUST BE IN GOOD STANDING AND ITS DUES AND ASSESSMENTS PAID IN FULL.
FORM 990, PART VI, SECTION B, LINE 11B	THE FINANCE COMMITTEE AND MANAGEMENT REVIEW AND APPROVE THE FORM 990. THE FORM IS THEN DISTRIBUTED TO ALL MEMBERS OF THE BOARD FOR THEIR REVIEW BEFORE FILING WITH THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION B, LINE 12C	EACH DIRECTOR AND OFFICER OF THE CORPORATION IS REQUIRED TO ANNUALLY ACKNOWLEDGE THE CONFLICT OF INTEREST POLICY, AFFIRMING THAT SUCH PERSON HAS RECEIVED, READ AND UNDERSTANDS, AND AGREED TO COMPLY WITH THE CONFLICT OF INTEREST POLICY.
FORM 990, PART VI, SECTION B, LINE 15	THE ORGANIZATION'S EXECUTIVE COMPENSATION COMMITTEE, CONSISTING OF INDEPENDENT DIRECTORS, ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE. THE CEO APPROVES THE COMPENSATION FOR THE CHIEF OPERATING OFFICER, AND ALL OTHER KEY EMPLOYEES.
FORM 990, PART VI, SECTION C, LINE 19	THE ORGANIZATION'S GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND OTHER CORPORATE POLICIES ARE AVAILABLE UPON REQUEST.
FORM 990, PART IX, LINE 11G	PROJECT MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 10,346,600. MANAGEMENT AND GENERAL EXPENSES 76,889. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,423,489. EXTERNAL CONTRACTOR SUPPORT: PROGRAM SERVICE EXPENSES 2,277,829. MANAGEMENT AND GENERAL EXPENSES 30,592. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,308,421. COMMUNICATIONS FEES: PROGRAM SERVICE EXPENSES 187,187. MANAGEMENT AND GENERAL EXPENSES 732,319. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 919,506.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

TRANSCELERATE BIOPHARMA INC

Employer identification number

46-0886344

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) BIOCELERATE LLC 300 CONSHOHOCKEN STATE ROAD STE 420 WEST CONSHOHOCKEN,PA19428 47-5492971	TO IMPROVE EFFICIENCIES IN PRECLINICAL RESEARCH.	DE	1,293,000	1,970,641	TRANSCELERATE BIOPHARMA INC

Part II

Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2023

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No

Schedule R (Form 990) 2023

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2023

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Schedule R (Form 990) 2023

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation

Schedule R (Form 990) 2023

Additional Data

Software ID:
Software Version: