11 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Our management has performed its assessment of our internal control over financial reporting according to the guidelines established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO”).
−Removed: Management excluded NuVasive from its assessment of internal control over financial reporting, as it was not possible to conduct an assessment of NuVasive’s internal control over financial reporting in the period between the Merger date and the date of management’s assessment.
−Removed: NuVasive accounted for approximately 26% of total assets as of December 31, 2023, and 26% of the total revenue for the year ended December 31, 2023.
+Added: Management evaluated the internal control over financial reporting of Globus as of December 31, 2024.
+Added: In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO”).
Based on the foregoing and as a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2024, the internal control over financial reporting of Globus was effective.
4 unchanged sentences
Other Information
−Removed: On December 14, 2023 , David D.
−Removed: Davidar , Director , adopted a trading arrangement for the sale of securities of the Company’s Class A common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”).
−Removed: Davidar’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 14, 2025 or the
−Removed: sale of all shares subject to the plan, provides for the sale of up to 70,000 shares of Class A common stock pursuant to the terms of the plan.
−Removed: On December 14, 2023 , The Davidar Family Irrevocable Trust , whose shares are beneficially owned by David D.
−Removed: Davidar , adopted a Rule 10b5-1 Trading Plan.
−Removed: The Davidar Family Irrevocable Trust’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 14, 2025 or the sale of all shares subject to the plan, provides for the sale of up to 40,000 shares of Class A common stock pursuant to the terms of the plan.
−Removed: On December 14, 2023 , Leslie V.
−Removed: Norwalk , Director , adopted a Rule 10b5-1 Trading Plan to sell $550,000 worth of the Company’s Class A common stock on a date certain after the 90-day cooling-off period set forth in the plan, and, separately, up to 1,000 shares of Company common stock over a period beginning on March 15, 2024 and ending on December 31, 2024, subject to certain conditions .
−Removed: On December 15, 2023 , Keith W.
−Removed: Pfeil , the Company’s Chief Operating Officer and Chief Financial Officer , adopted a Rule 10b5-1 Trading Plan.
−Removed: Pfeil’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 15, 2025 or the sale of all shares subject to the plan, provides for the sale of up to 99,376 shares of Class A common stock pursuant to the terms of the plan .
−Removed: Certain information required by Part III is omitted from this Annual Report and will be included in the definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed within 120 days after the end of our fiscal year.
−Removed: D isclosure Regarding Foreign Jurisdictions that Prevent inspections
+Added: On February 18, 2024, the Company adopted an updated insider trading policy (the “ Insider Trading Policy ”) in order to facilitate the mitigation of insider trading risks within the Company.
+Added: The Insider Trading Policy applies to all transactions in the Company’s securities by the Company’s employees, officers, directors and consultants, as well as members of their immediate families and members of their households and was designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on 10-K.
+Added: During the three months ended December 31, 2024, several of the Company's directors and officers adopted, modified or terminated a “Rule 10b5- 1 trading arrangement” or a “non-Rule 10b5- 1 trading arrangement” as each term is defined under Item 408 of Regulation S-K.
+Added: On November 11, 2024 , Ann D.
+Added: Rhoads , Director , adopted a trading arrangement for the sale of securities of the Company’s Class A Common that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”).
+Added: Rhoads’ Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of February 28, 2026, or the sale of all shares subject to the plan, provides for the sale of up to 27,500 shares of Class A Common pursuant to the terms of the plan.
+Added: On December 10, 2024 , Daniel T.
+Added: Scavilla , the Company’s President and Chief Executive Officer , adopted a Rule 10b5-1 Trading Plan for the sale of securities of the Company’s Class A Common.
+Added: Scavilla’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of December 31, 2025, or the sale of all shares subject to the plan, provided for the sale of up to 80,000 shares of Class A Common pursuant to the terms of the plan.
+Added: On December 4, 2024 , Kelly Huller , Executive Vice President and General Counsel , adopted a Rule 10b5-1 Trading Plan for the sale of securities of the Company’s Class A Common.
+Added: Kelly’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of December 31, 2025, or the sale of all shares subject to the plan, provided for the sale of up to 37,500 shares of Class A Common pursuant to the terms of the plan.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
+Added: Certain information required by Part III is omitted from this Annual Report and will be included in the definitive proxy statement for our 2025 annual meeting of stockholders, which will be filed within 120 days after the end of our fiscal year.
Directors, Executive Officers and Corporate Governance
38 unchanged sentences
(incorporated by reference to Exhibit 2.1 to Globus Medical, Inc.’s Current Report on Form 8-K filed with the SEC on February 9, 2023)
+Added: Agreement and Plan of Merger, dated as of February 6, 2025, by and among Globus Medical, Inc., Nevro Corp.
+Added: and Palmer Merger Sub, Inc.
+Added: (incorporated by reference to Exhibit 2.1 to Globus Medical, Inc.’s Current Report on Form 8-K filed with the SEC on February 6, 2025).
Amended and Restated Certificate of Incorporation of Globus Medical, Inc.
(incorporated by reference to Exhibit 3.1 of the Registrant’s Amendment No.
−Removed: 5 to the Registration Statement on Form S-1 filed on August 2, 2012).
+Added: 5 to the Registration Statement on Form S-1 filed with the SEC on August 2, 2012).
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Globus Medical, Inc., dated July 30, 2012 (incorporated by reference to Exhibit 3.2 of the Registrant’s Amendment No.
−Removed: 5 to the Registration Statement on Form S-1 filed on August 2, 2012).
−Removed: Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Globus Medical, Inc., dated August 7, 2012 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q/A filed on September 19, 2012).
+Added: 5 to the Registration Statement on Form S-1 filed with the SEC on August 2, 2012).
+Added: Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Globus Medical, Inc., dated August 7, 2012 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q/A filed with the SEC on September 19, 2012).
Amended and Restated Bylaws of Globus Medical, Inc.
−Removed: effective as of May 1, 2019 (incorporated by reference to Exhibit 3.1 to our Form 10-Q/A filed on May 2, 2019).
−Removed: Amendment to Bylaws effective as of July 31, 2021 (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed on August 4, 2021).
+Added: effective as of May 1, 2019 (incorporated by reference to Exhibit 3.1 to our Form 10-Q/A filed with the SEC on May 2, 2019).
+Added: Amendment to Bylaws effective as of July 31, 2021 (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 4, 2021).
Specimen Certificate for Class A Common Stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No.
−Removed: 3 to the Registration Statement on Form S-1 filed on July 16, 2012).
+Added: 3 to the Registration Statement on Form S-1 filed with the SEC on July 16, 2012).
Description of Securities of the Registrant.
4 unchanged sentences
2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 filed on May 8, 2012).
+Added: 1 to the Registration Statement on Form S-1 filed with the SEC on May 8, 2012).
Form of Incentive Stock Option Grant Notice and Incentive Stock Option Agreement under 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of the Registrant’s Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 filed on May 8, 2012).
+Added: 1 to the Registration Statement on Form S-1 filed with the SEC on May 8, 2012).
Form of Nonqualified Stock Option Grant Notice and Nonqualified Stock Option Agreement under 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of the Registrant’s Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 filed on May 8, 2012).
+Added: 1 to the Registration Statement on Form S-1 filed with the SEC on May 8, 2012).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.18 of the Registrant’s Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 filed on May 8, 2012).
+Added: 1 to the Registration Statement on Form S-1 filed with the SEC on May 8, 2012).
Form of No Competition and Non-Disclosure Agreement (incorporated by reference to Exhibit 10.19 of the Registrant’s Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 filed on May 8, 2012).
+Added: 1 to the Registration Statement on Form S-1 filed with the SEC on May 8, 2012).
Executive Employment Agreement, dated May 3, 2016 by and between Globus Medical, Inc.
and Daniel T.
−Removed: Scavilla (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on May 4, 2016).
+Added: Scavilla (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed with the SEC on May 4, 2016).
Executive Employment Agreement, dated August 5, 2020 by and between Globus Medical, Inc.
−Removed: and Kelly Huller (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on August 5, 2020).
+Added: and Kelly Huller (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed with the SEC on August 5, 2020).
Executive Employment Agreement, dated August 5, 2020 by and between Globus Medical, Inc.
−Removed: and Keith Pfeil (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on August 5, 2020).
+Added: and Keith Pfeil (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed with the SEC on August 5, 2020).
Globus Medical, Inc.
−Removed: 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on June 8, 2023).
+Added: 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on June 5, 2024).
Globus Medical, Inc.
−Removed: 2021 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.5 to our Form S-8 filed on December, 16, 2021).
+Added: 2021 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.5 to our Form S-8 filed with the SEC on December, 16, 2021).
Globus Medical, Inc.
−Removed: 2021 Equity Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 99.6 to our Form S-8 filed on December, 16, 2021).
+Added: 2021 Equity Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 99.6 to our Form S-8 filed with the SEC on December, 16, 2021).
Globus Medical, Inc.
−Removed: 2021 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 99.7 to our Form S-8 filed on December, 16, 2021).
+Added: 2021 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 99.7 to our Form S-8 filed with the SEC on December, 16, 2021).
Globus Medical, Inc.
−Removed: 2021 Equity Incentive Plan Incentive Stock Option Agreement (incorporated by reference to Exhibit 99.8 to our Form S-8 filed on December, 16, 2021).
+Added: 2021 Equity Incentive Plan Incentive Stock Option Agreement (incorporated by reference to Exhibit 99.8 to our Form S-8 filed with the SEC on December, 16, 2021).
Indenture, dated as of March 2, 2020, between NuVasive and the Trustee (incorporated by reference to Exhibit 4.1 to NuVasive, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2020).
9 unchanged sentences
2015 Ellipse Technologies, Inc.
−Removed: Incentive Award Plan (incorporated by reference to NuVasive Inc.'s Registration Statement on Form S-8 filed with the Commission on February 11, 2016).
−Removed: Lease for Sorrento Summit, dated as of August 28, 2017, by and between HCPI/Sorrento, LLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on August 29, 2017).
+Added: Incentive Award Plan (incorporated by reference to NuVasive Inc.'s Registration Statement on Form S-8 filed with the SEC on February 11, 2016).
+Added: Lease for Sorrento Summit, dated as of August 28, 2017, by and between HCPI/Sorrento, LLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on August 29, 2017).
Confirmation for base call option transaction dated as of February 26, 2020, between Morgan Stanley & Co.
−Removed: International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base call option transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base call option transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base call option transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base call option transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
+Added: International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the with the SEC on March 2, 2020).
+Added: Confirmation for base call option transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base call option transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base call option transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base call option transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
Confirmation for base warrant transaction dated as of February 26, 2020, between Morgan Stanley & Co.
−Removed: International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base warrant transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base warrant transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base warrant transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
−Removed: Confirmation for base warrant transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020).
+Added: International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base warrant transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base warrant transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base warrant transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
+Added: Confirmation for base warrant transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the SEC on March 2, 2020).
Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company (incorporated by reference to Exhibit 10.18 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).
22 unchanged sentences
Warrant Guarantee Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company (incorporated by reference to Exhibit 10.37 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).
+Added: Globus Medical, Inc.
+Added: Insider Trading Policy, adopted as of February 18, 2024
Subsidiaries of Globus Medical, Inc.
27 unchanged sentences
Chief Accounting Officer
−Removed: Senior Vice President
+Added: Executive Vice President
(Principal Financial Officer)
28 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.