Other Information
−Removed: Arrangements Insider Trading Arrangements
−Removed: 12, 2023, Siraj Nour El-Ahmadi , a member of our Company’s Board of Directors, adopted a
−Removed: non-Rule 10b5–1 trading arrangement as defined in Item 408(c) of Regulation S-K.
−Removed: The arrangement provided for the sale of 100,000 shares of the Company’s common stock and it terminated on June 12,
−Removed: 2023, after all of the shares were sold.
−Removed: The trading arrangement was adopted during an open trading window and satisfied the Company’s
−Removed: policies regarding insider transactions.
−Removed: Item 6 Exhibits
+Added: Amendment and Restatement of Bylaws
+Added: On November 9, 2023,
+Added: the Board of Directors amended and restated the Company’s restated bylaws (the “ Bylaws ”), effective immediately,
+Added: primarily to:
+Added: (i) amend the advance notice provision for stockholder nominations and proposals, and insert additional provisions, including,
+Added: (a) updating the deadline for stockholders to submit notice to the Company of nominations and proposals (other than a stockholder proposal
+Added: submitted under Rule 14a-8 of the Securities Exchange Act of 1934, as amended) to be not less than 120 days nor more than 150 days prior
+Added: to the one-year anniversary of the Company’s proxy statement for the annual meeting for the preceding year, (b) requiring matters
+Added: to be brought before an annual meeting to be brought only by a stockholder who is a stockholder of record of the Company, (c) requiring
+Added: the inclusion of certain information about the stockholder and any Interested Person as defined in the Bylaws, (d) compliance with other
+Added: matters and the submission of certain information, all as more fully described in the bylaws;
+Added: (iii) amend the range of dates that the
+Added: Board may fix as the record date for a meeting, (iv) amend the maximum age of directors, (v) amend the voting threshold to remove a director
+Added: from office, (vi) make other changes to reflect updates in technology, and (vii) make other ministerial and conforming changes.
+Added: to the Bylaws, s tockholder proposals (including recommendations of nominees
+Added: for election to the board of directors), other than a stockholder proposal submitted pursuant to SEC Rule 14a-8, in
+Added: order to be voted on at the 2024 Annual Meeting, must be received by us not earlier than November 16, 2023 and not later than December
+Added: 16, 2023 being, respectively, 150 days and 120 days prior to the one-year anniversary of the Company’s proxy statement for
+Added: the annual meeting for the preceding year.
+Added: Trading Arrangements Insider Trading Arrangements
+Added: 19, 2023, Fred Leonberger, a member of our Company’s Board of Directors, adopted a non-Rule 10b5–1 trading
+Added: arrangement as defined in Item 408(c) of Regulation S-K.
+Added: The arrangement provided for the
+Added: sale of 49,000 shares of the Company’s common stock and it terminated on July 19, 2023, after all of the shares were sold.
+Added: trading arrangement was adopted during an open trading window and satisfied the Company’s policies regarding insider transactions.
The following exhibits are included herein:
Description of Exhibit
−Removed: Employee Agreement – Michael Lebby
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 22, 2017
−Removed: Employee Agreement Amendment - Michael Lebby
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 20, 2021
−Removed: Employee Agreement Amendment - Michael Lebby
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 21, 2022
−Removed: Employee Agreement Amendment – Dr.
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 20, 2023
−Removed: Employee Agreement Amendment – Dr.
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 27, 2023
−Removed: Employee Agreement - James Marcelli
−Removed: Incorporated by reference to Company’s Form 10-Q as filed with the SEC on August 12, 2015
−Removed: Employee Agreement Amendment - James Marcelli
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 20, 2021
−Removed: Employee Agreement Amendment - James Marcelli
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on January 21, 2022
−Removed: Employee Agreement Amendment – James S.
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 20, 2023
−Removed: Employee Agreement Amendment – James S.
−Removed: Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on April 27, 2023
−Removed: 2016 Equity Incentive Plan
−Removed: Incorporated by reference to Company’s Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April
−Removed: 2 to 2016 Equity Incentive Plan
−Removed: Incorporated by reference to Company’s Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April 14,
−Removed: Description of Exhibit
+Added: Amended and Restated Bylaws
+Added: Filed herewith
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.
22 unchanged sentences
Filed herewith
−Removed: Pursuant to the requirements
−Removed: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
+Added: Pursuant to the requirements of
+Added: 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.
3 unchanged sentences
(Principal Executive Officer)
−Removed: August 9, 2023
+Added: November 9, 2023
President, Chief Operating Officer
(Principal Financial Officer)
−Removed: August 9, 2023
+Added: November 9, 2023
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.