31 unchanged sentences
Equity compensation plans not approved by security holders (5)
−Removed: Equity compensation plans not approved by security holders (6)
−Removed: Equity compensation plans not approved by security holders (7)
(1) In March 2013, our Board adopted a non-employee director’s remuneration policy.
1 unchanged sentence
These options have an exercise price of $2,502.00 vest in 4 quarterly installments in arrears, have a cashless exercise feature and a ten-year term.
−Removed: (3) In January 2020, our Board approved the grant of non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired President and General Manager for North America.
+Added: (1) In January 2020, our Board approved the grant of non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired President and General Manager for North
The options have an exercise price of $8.41 per share.
6 unchanged sentences
22,500 options will commence vesting every calendar year for the next four years, commencing in 2021, and only if certain performance milestones were met in the immediately preceding year.
−Removed: 22,500 of these options have expired on January 1, 2021 as the performance milestones were not met.
+Added: 22,500 of these options have expired on each of January 1, 2021, January 1, 2022 and January 1, 2023 as the performance milestones were not met.
(2) In March 2020, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Chief Medical Officer.
1 unchanged sentence
these options have a cashless exercise feature and a six-year term.
−Removed: (5) In June 2021, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Head of Behavioral Health.
−Removed: The options have an exercise price of $20.53 per share.
−Removed: 60,000 options are time based and vest over a three-year period in twelve equal quarterly installments from the grant date;
−Removed: these options have a cashless exercise feature and a ten-year term.
−Removed: An additional 15,000 options are performance based, and have vested in full during 2021.
(3) In July 2021, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Special Vice President of Market Access.
1 unchanged sentence
these options have a cashless exercise feature and a ten-year term.
−Removed: (7) In November 2021, our Board approved the grant of certain non-plan options, issued as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Chief Commercial Officer.
−Removed: The options have an exercise price of $16.70 per share.
−Removed: 80,000 options are time based and vest over a three-year period with one third vesting after one year and the balance vesting over eight quarterly installments after the first anniversary;
−Removed: these options have a cashless exercise feature and a ten-year term.
−Removed: An additional 60,000 options are performance based, and vest over a three-year period in three annual installments subject to reaching annual revenue thresholds during each of the 2022, 2023 and 2024 fiscal years.
(4) 119,905 restricted shares of common stock issued to employees of the company were forfeited, as they were not vested upon certain employee departures.
6 unchanged sentences
On February 2, 2017 and March 9, 2017, respectively, our Board of Directors and stockholders approved an amendment to the 2012 Equity Incentive Plan increasing the number of shares of common stock available under the plan to 2,373,000.
−Removed: On October 9, 2017 and December 4, 2017, respectively, our Board of Directors and stockholders
−Removed: approved an amendment to the 2012 Equity Incentive Plan increasing the number of shares of common stock available under the plan to 3,873,000.
+Added: On October 9, 2017 and December 4, 2017, respectively, our Board of Directors and stockholders approved an amendment to the 2012 Equity Incentive Plan increasing the number of shares of common stock available under the plan to 3,873,000.
On March 26, 2018 and May 18, 2018, respectively, our Board of Directors and stockholders approved an amendment to the 2012 Equity Incentive Plan increasing the number of shares of common stock available under the plan to 5,373,000.
7 unchanged sentences
On January 1, 2022 the number of shares of common stock available under the plan increased to 3,868,514 according to the terms thereof.
−Removed: As of March 17, 2022, there are 1,426,244 shares of Common Stock reserved for issuance thereunder.
+Added: On January 1, 2023 the number of shares of common stock available under the plan increased to 5,862,860 according to the terms thereof.
+Added: 3, 2023, there are 2,061,876 shares of Common Stock reserved for issuance thereunder.
The Company’s officers and directors are among the persons eligible to receive awards under the 2020 Equity Incentive Plan in accordance with the terms and conditions thereunder.
−Removed: The purpose of both our 2012 and 2020 Equity Incentive Plans is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements.
−Removed: Each of the 2012 and 2020 Equity Incentive Plans will be administered by the Compensation Committee of our Board of Directors or by the full board, which may determine, among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and stock purchase right.
−Removed: The 2012 and 2020 Equity Incentive Plans will each provide for the grant of (i) ”incentive” options (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company.
+Added: The purpose of our 2020 Equity Incentive Plan is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements The 2020 Equity Incentive Plan will be administered by the Compensation Committee of our Board of Directors or by the full board, which may determine, among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and stock purchase right.
+Added: The 2020 Equity Incentive Plan will each provide for the grant of (i) ”incentive” options (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company.
In addition, our Board of Directors has authorized the appointment of IBI Capital Compensation and Trusts (2004) Ltd.
to act as a trustee for grants of options under the Israeli sub-plan to Israeli residents.
−Removed: In connection with the administration of our 2012 and 2020 Equity Incentive Plans, our Compensation Committee will:
−Removed: ● determine which employees and other persons will be granted awards under our 2012 and 2020 Equity Incentive Plans;
+Added: In connection with the administration of our 2020 Equity Incentive Plan, our Compensation Committee will:
+Added: ● determine which employees and other persons will be granted awards under our 2020 Equity Incentive Plan;
● grant the awards to those selected to participate;
2 unchanged sentences
Our Compensation Committee will:
−Removed: (i) interpret our 2012 and 2020 Equity Incentive Plans;
−Removed: and (ii) make all other determinations and take all other action that may be necessary or advisable to implement and administer our 2012 and 2020 Equity Incentive Plans.
−Removed: The 2012 and 2020 Equity Incentive Plans each provide that in the event of a change of control event, the Compensation Committee or our Board of Directors shall have the discretion to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.
−Removed: In addition, our Board of Directors may amend our 2012 or 2020 Equity Incentive Plan at any time.
−Removed: However, without stockholder approval, our 2012 or 2020 Equity Incentive Plan may not be amended in a manner that would:
+Added: (i) interpret our 2020 Equity Incentive Plan;
+Added: and (ii) make all other determinations and take all other action that may be necessary or advisable to implement and administer our 2020 Equity Incentive Plan.
+Added: The 2020 Equity Incentive Plan provides that in the event of a change of control event, the Compensation Committee or our Board of Directors shall have the discretion to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.
+Added: In addition, our Board of Directors may amend our 2020 Equity Incentive Plan at any time.
+Added: However, without stockholder approval, our 2020 Equity Incentive Plan may not be amended in a manner that would:
● increase the number of shares that may be issued under such Equity Incentive Plan;
2 unchanged sentences
● otherwise disqualify such Equity Incentive Plan for coverage under Rule 16b-3 promulgated under the Exchange Act.
−Removed: Awards previously granted under our 2012 or 2020 Equity Incentive Plans may not be impaired or affected by any amendment of such without the consent of the affected grantees.
+Added: Awards previously granted under our 2020 Equity Incentive Plan may not be impaired or affected by any amendment of such without the consent of the affected grantees.
Option Exercises
2 unchanged sentences
During the fourth quarter of 2022, we issued an aggregate 41 , 025 shares of our common stock to certain of our service providers as compensation to them for services rendered.
+Added: In addition, in November and December 2022, 6,345 of various classes of our Series A Preferred Stock automatically converted into 2,130,322 shares of Common Stock after completing 36-month anniversary of each the series A.
+Added: The conversion was including accumulative dividends payable available upon conversion of each Series A Preferred Stock.
We claimed exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, for the foregoing transactions under Section 4(a)(2) of the Securities Act.
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.