9 unchanged sentences
We currently intend to retain our future earnings, if any, to fund the development and growth of our business.
−Removed: Payment of future dividends, if any, on our common stock will be at the discretion of our board of directors after
−Removed: taking into account various factors, including our financial condition, operating results, anticipated cash needs, and plans for expansion.
+Added: Payment of future dividends, if any, on our common stock will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, anticipated cash needs, and plans for expansion.
Recent Sales of Unregistered Securities
9 unchanged sentences
The securities were not issued through any general solicitation or advertisement.
+Added: Acquisition of Flame Biosciences
+Added: On January 17, 2023, we acquired Flame Biosciences, Inc., a Delaware corporation (“Flame”), in accordance with the terms of an Agreement and Plan of Merger.
+Added: Pursuant to the merger, we issued an aggregate of approximately 19,794,373 shares of Common Stock, and approximately 136,833 shares of Series X Non-Voting Convertible Preferred Stock to the shareholders of Flame.
+Added: Subject to and upon the requisite approval of our stockholders, each share of Series X Preferred Stock shall convert into 1,000 shares of Common Stock.
+Added: The securities issued and sold in connection with the merger are exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Regulation D promulgated thereunder.
+Added: Each Flame shareholder was either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act and acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.
+Added: The securities were not issued through any general solicitation or advertisement.
Purchases of Equity Securities
We did not purchase any of our registered equity securities during the period covered by this Annual Report on Form 10-K.
−Removed: Not applicable.
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.