4 unchanged sentences
Holders of Common Stock
−Removed: As of February 22, 2023, there were 54,681,261 shares of Class A common stock outstanding held of record by 46 stockholders.
−Removed: The actual number of holders
−Removed: of Class A common stock is substantially greater and includes stockholders who are beneficial owners and whose shares are held of record by banks, brokers, and other financial institutions.
+Added: As of February 23, 2024, there we re 56,073,205 shares of Class A common stock outstanding held of record by 46 stockholders.
+Added: The actual number of holders of Class A common stock is substantially greater and includes stockholders who are beneficial owners and whose shares are held of record by banks, brokers, and other financial institutions.
As of February 23, 2024, there were 5,021,811 shares of Class B common stock held of record by 16 stockholders.
We have never declared or paid cash dividends on our capital stock.
−Removed: We intend to retain all available funds and any future earnings to support the operation of and to finance the growth and
−Removed: development of our business and do not anticipate paying any cash dividends in the foreseeable future.
+Added: We intend to retain all available funds and any future earnings to support the operation of and to finance the growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The information required by this item will be set forth in the definitive proxy statement we will file in connection with our 2023 Annual Meeting of Stockholders and is incorporated by reference
+Added: The information required by this item will be set forth in the definitive proxy statement we will file in connection with our 2024 Annual Meeting of Stockholders and is incorporated by reference herein.
Sales of Unregistered Securities
−Removed: During the three months ended December 31, 2022, ACM Research issued, pursuant to the exercise of stock options at a per share exercise price of $0.50 per share, an aggregate of 179,514 shares of
−Removed: Class A common stock that were not registered under the Securities Act of 1933.
−Removed: We believe the offer and sale of those shares were exempt from registration under the Securities Act of 1933 by virtue of Section 4(a)(2) thereof (or Regulation D
−Removed: promulgated thereunder) because they did not involve a public offering.
−Removed: The recipients of the shares acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate
−Removed: legends were recorded with respect to the shares.
+Added: During the three months ended December 31, 2023, ACM Research issued, pursuant to the exercise of stock options at a per share exercise price of $0.50 per s hare, an aggrega te of 235,581 shares of Class A common stock that were not registered under the Securities Act of 1933.
+Added: We believe the offer and sale of those shares were exempt from registration under the Securities Act of 1933 by virtue of Section 4(a)(2) thereof (or Regulation D promulgated thereunder) because they did not involve a public offering.
+Added: The recipients of the shares acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were recorded with respect to the shares.
The recipients of the shares were accredited investors under Rule 501 of Regulation D.
−Removed: October 25, 2022
+Added: Sale Date Exercised
November 3, 2023
1 unchanged sentence
November 14, 2023
−Removed: December 2, 2022
−Removed: December 12, 2022
+Added: Total 235,581
Performance Graph
−Removed: The following graph compares the total return of an investment of $100 in cash at the closing price of November 3, 2017, which is the date our common stock first began trading on Nasdaq, through
−Removed: December 31, 2022 for (1) our common stock, (2) the Russell 1000 index, and (3) the Nasdaq Composite Index.
+Added: The following graph compares the total return of an investment of $100 in cash at the closing price of November 3, 2017, which is the date our common stock first began trading on Nasdaq, through December 31, 2023 for (1) our common stock, (2) the Russell 1000 index, and (3) the Nasdaq Composite Index.
All values assume reinvestment of all dividends.
−Removed: Stockholder returns over the indicated period are based on historical data and are
−Removed: not necessarily indicative of future stockholder returns.
+Added: Stockholder returns over the indicated period are based on historical data and are not necessarily indicative of future stockholder returns.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among ACM Research, Inc., the Nasdaq Index, and the Russell 1000 Index
−Removed: Company Name/Index
−Removed: ACM Research, Inc.
−Removed: Russell 1000 Index
−Removed: Nasdaq Composite Index
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.