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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.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
+Added: Information regarding our equity compensation plans and our securities authorized for issuance thereunder is set forth herein under Part III, Item 12 below.
Recent Sales of Unregistered Securities
−Removed: Set forth below is information regarding securities issued and options granted by us during the last three fiscal years that were not registered under the Securities Act of 1933, as amended, or the Securities Act.
−Removed: Also included is the consideration, if any, received by us for any such shares, options and warrants and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
−Removed: Acquisition of Flame Biosciences
−Removed: 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.
−Removed: Pursuant to the merger, we issued an aggregate of approximately 1,979,437 shares of Common Stock, and approximately 136,833 shares of Series X Non-Voting Convertible Preferred Stock to the shareholders of Flame.
−Removed: On June 16, 2023, we obtained Stockholder Approval to convert each share of Series X Preferred Stock into 100 shares of our common stock.
−Removed: 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.
−Removed: 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.
−Removed: The securities were not issued through any general solicitation or advertisement.
+Added: Set forth below is information regarding sales of equity securities made by us during the period covered by the report that were not registered under the Securities Act, except for those unregistered sales of equity securities made by us that were previously disclosed in the Current Report on Form 8-K filed on April 11, 2024.
+Added: In the fourth quarter of 2024, we issued 41,289 shares of our common stock to investors upon exercise by such investors of warrants held by such investors that we had previously issued to them in transactions that were exempt from the registration requirements of the Securities Act pursuant to either Rule 506 of Regulation D promulgated under the Securities Act or Section 4(2) of the Securities Act.
+Added: The exercise price of these warrants was $2.82 per share.
+Added: Some of these warrants were exercised on a net issue basis for an aggregate of 14,532 shares of our common stock and the other warrants were exercised for an aggregate of 26,757 shares of our common stock by making payment of the applicable cash exercise price.
+Added: The offer, sale and issuance of the shares of our common stock issued to the holders of these warrants upon their exercise were exempt from the registration requirements of the Securities Act pursuant to either Section 3(a)(9) of the Securities Act in the case of those warrants exercised on a net issue basis or Section 4(2) of the Securities Act in the case of those warrants exercised on a cash basis.
Purchases of Equity Securities
−Removed: We did not purchase any of our registered equity securities during the period covered by this Annual Report on Form 10-K.
+Added: We did not purchase any of our registered equity securities during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.
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