UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: Unregistered Sales of Equity Securities
−Removed: The Company issued 343,331 unregistered shares of its common stock as part of the consideration for the acquisition of Zoocasa.
−Removed: The shares were issued to the qualified sellers of Zoocasa.
−Removed: The Company relied on (i) Section 4(a)(2) of the Securities Exchange Act, with respect to qualified U.S.
−Removed: sellers, and (ii) Reg.
−Removed: S of the Securities Act, with respect to qualified non-U.S.
−Removed: persons, as a basis for exemption from registration.
−Removed: The issuances were a result of private negotiation, and not pursuant to public solicitation.
Issuer Purchases of Equity Securities
−Removed: The following table provides information about repurchases of our common stock through the quarter ended September 30, 2022:
+Added: The following table provides information about repurchases of our common stock through the quarter ended March 31, 2023:
Total number of shares purchased
5 unchanged sentences
3/1/2023-3/31/2023
−Removed: 9/1/2022 - 9/30/2022
−Removed: (1) The repurchase program began on January 2, 2019 and was set to expire on June 28, 2019.
−Removed: On June 12, 2019, the Company, under authorization from the Board of Directors, amended the plan.
−Removed: The amended plan extended the repurchase program through December 31, 2019.
−Removed: On November 26, 2019, the Company announced the approval to increase the authorization limits of the Company’s stock repurchase program by the Board.
−Removed: The Board agreed to extend the stock repurchase program through the fourth quarter of 2020 and to increase the authorization for the stock repurchase program from $25.0 million to $75.0 million of the Company’s common stock.
−Removed: The Company discontinued the repurchase program in March 2020 and subsequently reinstated it in June 2020 with a maximum authorization of $75.0 million.
−Removed: In December 2020, the Board approved an increase to the total amount of its buyback program from $75.0 million to $400.0 million.
−Removed: On May 3, 2022, the Board authorized an increase to the Company’s stock repurchase program from $400.0 million of its common stock up to $500.0 million and approved a form of amendment to its Issuer Repurchase Plan, dated January 10, 2022 to increase monthly repurchases from $10.0 million of its common stock per month up to $20.0 million, which was signed on May 6, 2022.
−Removed: On September 27, 2022, the Board approved, and the Company entered into, a form of second amendment to the Issuer
−Removed: Repurchase Plan, to decrease the monthly repurchases from $20 million of its common stock per month to $13.3 million.
−Removed: The stock repurchase program is more fully disclosed in Note 7 – Stockholders’ Equity to the condensed consolidated financial statements .
+Added: (1) In December 2018, the Company’s board of directors approved a stock repurchase program authorizing the Company to purchase its common stock.
+Added: In November 2019, the Board amended the repurchase program, increasing the total amount authorized to be purchased from $25.0 million to $75.0 million.
+Added: In December 2020, the Board approved another amendment to the repurchase program, increasing the total amount authorized to be purchased from $75.0 million to $400.0 million.
+Added: In May 2022, the Board approved an increase to the total amount of its buyback program from $400.0 million to $500.0 million.
+Added: The stock repurchase program is more fully disclosed in Note 6 – Stockholders’ Equity to the consolidated financial statements.
DEFAULTS UPON SENIOR SECURITIES
2 unchanged sentences
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.