Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Stock Repurchase Plans - During the nine months ended September 30, 2024, the Company had no stock repurchases pursuant to any stock repurchase plans.
−Removed: As of September 30, 2024, the Company had no stock repurchase plans, and all previously approved stock repurchase plans have expired in accordance with their terms.
+Added: Stock Repurchase Plans - Our Board approved a stock repurchase program that permits the Company to repurchase our common stock.
+Added: Management has discretion in determining the conditions under which shares may be purchased from time to time.
+Added: The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under the agreements governing our indebtedness, and other factors.
+Added: Share repurchases may be made in the open market or in privately negotiated transactions.
+Added: The repurchase authorization does not oblige us to acquire any particular amount of our common stock.
+Added: The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.
+Added: The following table summarizes the stock repurchase plans approved by the board of directors over the past two years:
+Added: February 2025 to February 2026 (1)
+Added: February 2023 to February 2024 (2)
+Added: Approval Date February 2025 February 2023
+Added: Authorized Repurchase Amount of Common Stock $5 million $10 million
+Added: (1) During January 2025, the Company announced that its Board approved a new stock repurchase program that permits the purchase of up to $ 5.0 million of the Company's common stock through February 2026.
+Added: (2) During February 2024, the stock repurchase program approved in February 2023 expired with a total of 1.4 million shares purchased for $ 5.2 million.
Stock Repurchases Pursuant to the 2022 Omnibus Equity Award Plan, as Amended and Restated —Under the 2022 Omnibus Equity Award Plan, as Amended and Restated, and as further described in note 13 to the condensed consolidated financial statements, the Company repurchases its common stock withheld for income tax from the vesting of employee restricted stock or Performance-Based Restricted Stock Units (“PSUs”).
The Company remits the value, which is based on the closing share price on the vesting date, of the common stock withheld to the appropriate tax authority on behalf of the employee and the related shares become treasury stock.
−Removed: Stock repurchases during the three months ended September 30, 2024 were as follows:
+Added: Stock repurchases during the three months ended March 31, 2025 were as follows:
Period (a) Total Number of Shares Purchased (1)
(b) Average Price Paid per Share (2)
−Removed: (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
−Removed: July 1 through July 31, 2024 71,076 $ 2.17 — $ —
−Removed: August 1 through August 31, 2024 — $ — — $ —
−Removed: September 1 through September 30, 2024 — $ — — $ —
+Added: (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
+Added: (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: January 1 through January 31, 2025 482,526 $ 2.53 — $ —
+Added: February 1 through February 28, 2025 242,655 $ 2.56 150,935 $ 4,624,010
+Added: March 1 through March 31, 2025 160,831 $ 1.84 160,831 $ 4,327,495
Total 886,012 311,766 $ —
1 unchanged sentence
(2) Average price paid per share for shares purchased as part of a publicly announced plan or program, as applicable, includes costs associated with the repurchases.
+Added: (3) Total number of shares purchased as part of publicly announced plans or programs includes shares purchased under our stock repurchase plans described above.
+Added: As noted above, the stock repurchase plans approved by the Board are presented in the table immediately following.
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.