2 unchanged sentences
Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On March 14, 2022, the Company announced an expansion of the share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to an additional $10.0 million of its common stock.
−Removed: Pursuant to this authorization, repurchases may be made in the open market, including under a Rule 105b-1 plan, through privately negotiated transactions, or otherwise.
−Removed: Under this program, during the first nine months of 2022 the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions).
−Removed: In addition, any future repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors.
−Removed: The share repurchase program is scheduled to terminate on the earlier of March 13, 2023 or when the maximum dollar amount has been expended.
−Removed: The table below sets forth activity under the stock repurchase plan for the three months ended September 30, 2022.
+Added: On March 14, 2022, the Company announced an expansion of the share repurchase program authorized by the Company’s Board of Directors under which the Company could purchase up to an additional $10.0 million of its common stock.
+Added: Under this program, the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions).
+Added: The program expired on March 13, 2023.
+Added: The table below sets forth activity under the stock repurchase plan for the three months ended March 31, 2023.
(a) Total number of shares (or units) purchased
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(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
−Removed: Month #1 (July 1 - July 31)
−Removed: Month #2 (August 1 - August 31)
−Removed: Month #3 (September 1 - September 30)
−Removed: The weighted average price paid per share of common stock does not include the cost of broker commissions.
+Added: Month #1 (January 1 - January 31)
+Added: Month #2 (February 1 - February 28)
+Added: Month #3 (March 1 - March 31)
+Added: Other Information.
+Added: The following information was required to be disclosed in a Current Report on Form 8-K during the period covered by this Quarterly Report on Form 10-Q, but was inadvertently not timely reported by the Company. Instead of filing such information on a separate Current Report on Form 8-K, we have elected to make the following disclosure in this Quarterly Report on Form 10-Q under Item 2.05 of Form 8.K:
+Added: Item 2.05 Costs Associated with Exit or Disposal Activities.
+Added: In connection with organizing HealthStream’s business under a single platform strategy as previously disclosed and as described in this Quarterly Report on Form 10-Q, on February 17, 2023, authorized officers of the Company approved a consolidation program involving the elimination of 33 job roles during the first quarter of 2023, many of which job roles were duplicative as a result of several areas of consolidation. In connection with these job reductions, we incurred severance charges in the amount of approximately $1.0 million during the three months ended March 31, 2023. In addition, while these job reductions were completed during the three months ended March 31, 2023, we expect to incur additional severance charges in the range of $0.1 million to $0.2 million associated with these job reductions during the remainder of 2023, the substantial majority of which remaining charges are expected to be incurred during the three months ended June 30, 2023. All of the charges noted above have involved or will involve cash outlays.
+Added: A portion of these cash outlays were made by the Company during the three months ended March 31, 2023, and the remaining portion of these cash outlays are expected to be made during the remainder of 2023 and in 2024, with the majority of such remaining outlays anticipated to be made during the three months ended June 30, 2023.
+Added: HealthStream, Inc.
+Added: 2023 Cash Incentive Bonus Plan
+Added: Letter Agreement, dated as of February 20, 2023, between HealthStream, Inc.
+Added: and Michael Sousa
+Added: Form of HealthStream, Inc.
+Added: Restricted Share Unit Agreement (Time Based) under 2022 Omnibus Incentive Plan
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, has been formatted in Inline XBRL
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, has been formatted in Inline XBRL
+Added: Management contract of compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HEALTHSTREAM, INC.
−Removed: October 27, 2022
+Added: April 27, 2023
/s/ Scott A.
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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.