1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.
5 unchanged sentences
Based on this evaluation, our principle executive officer and principle financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020.
−Removed: Management’s Report on Internal Control Over Financial Reporting
+Added: Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15-d-15(f) of the Exchange Act.
−Removed: Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principle executive officer and principle financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
−Removed: As of December 31, 2019, management assessed and management concluded the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control –
−Removed: 2013 Integrated Framework (2013 Framework).
+Added: Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
+Added: As of December 31, 2020, management assessed and management concluded the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – 2013 Integrated Framework (2013 Framework).
Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2020.
−Removed: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by the JOBS Act for emerging growth companies.
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by the JOBS Act for smaller reporting companies.
Inherent Limitations of Internal Controls
−Removed: Our management, including our principle executive officer and principle financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.
+Added: Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
9 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The following table sets forth information regarding our executive officers and directors, including their ages as of March 1, 2020:
−Removed: Executive Officers
−Removed: Joseph Oliveto
−Removed: President, Chief Executive Officer and Director
−Removed: Lorenz Muller
−Removed: Chief Commercial Officer
−Removed: Francis Plat, M.D.
−Removed: Chief Medical Officer
−Removed: Chief Financial Officer and Executive Vice President of Corporate Development
−Removed: Non-Employee Directors
−Removed: Paul Edick (2)(3)
−Removed: Director and Chairperson of the Board
−Removed: Richard Pasternak (2)
−Removed: Liebert (1) (2)
−Removed: Michael Tomsicek (1)
−Removed: Paul Truex (1)(3)
−Removed: Member of our audit committee.
−Removed: Member of our compensation committee.
−Removed: Member of our nominating and corporate governance committee.
−Removed: Executive Officers
−Removed: Joseph Oliveto has served as our President and Chief Executive Officer since March 2017 and as a member of our board of directors since July 2017.
−Removed: Prior to becoming our President and Chief Executive Officer, Mr.
−Removed: Oliveto served as a consultant to the company from
−Removed: 2016 to March 2017.
−Removed: Oliveto served as Chief Executive Officer at Galleon Pharmaceuticals, Inc.
−Removed: from July 2015 to June 2016.
−Removed: From June 2008 to June 2014, Mr.
−Removed: Oliveto was at Chelsea Therapeutics International, Ltd., where he held various roles, including serving as President and Chief Executive Officer and a member of the board of directors from January 2014 to June 2014, overseeing the company's sale to Lundbeck, Inc., following which he served as an Executive Advisor from July 2014 to July 2015.
−Removed: Oliveto received his B.A.
−Removed: degree in Chemistry and his M.B.A.
−Removed: degree from Rutgers University.
−Removed: We believe that Mr.
−Removed: Oliveto's significant experience in the areas of drug development, commercialization and manufacturing as well as business development, qualifies him to serve on our board of directors.
−Removed: Amit Hasija has served as our Chief Financial Officer and Executive Vice President of Corporate Development, since September 2019.
−Removed: Prior to Milestone Pharmaceuticals, Mr.
−Removed: Hasija served as Chief Financial Officer and Chief Business Officer at Fulcrum Therapeutics.
−Removed: Prior to Fulcrum, he spent five years at Sanofi, most recently serving as Vice President of Integrated Care.
−Removed: At Sanofi, he also served as Vice President of North America Pharmaceutical Business Development.
−Removed: Prior to joining Sanofi over approximately 10 years, Mr.
−Removed: Hasija held positions in investment banking at Credit Suisse, Goldman Sachs and Deutsche Bank.
−Removed: He began his career at Merck.
−Removed: Hasija received a BS in Chemical Engineering from Drexel University and an MBA from New York University’s Stern School of Business.
−Removed: Lorenz Muller has served as our Chief Commercial Officer since October 2017.
−Removed: Prior to joining our company, Mr.
−Removed: Muller served as the Vice President of Marketing at Exact Sciences Corporation, a molecular diagnostics company, from June 2016 through July 2017.
−Removed: Prior to that, Mr.
−Removed: Muller served as the Executive Director, Thrombosis at Daiichi Sankyo, Inc.
−Removed: from July 2008 through December 2015.
−Removed: Muller received his B.S.
−Removed: degrees in Chemical Engineering and Life Sciences and his M.S.
−Removed: degree in Chemical Engineering from the Massachusetts Institute of Technology.
−Removed: He received his M.B.A degree from the Harvard Graduate School of Business Administration.
−Removed: Francis Plat, M.D., has served as our Chief Medical Officer since June 2015.
−Removed: Prior to joining our company, Dr.
−Removed: Plat was a clinical consultant from August 2013 to May 2015.
−Removed: From August 2009 to July 2013, Dr.
−Removed: Plat served as the Vice President and Therapeutic Area Head, Atherosclerosis and Cardiovascular, at Merck Research Laboratories.
−Removed: Prior to that, Dr.
−Removed: Plat was the Vice President of Cardiovascular Clinical Development at Daiichi Sankyo, Inc., a global pharmaceutical company.
−Removed: Plat received his M.D.
−Removed: from the University of Paris and is a board-certified cardiologist in France, where he spent 10 years practicing medicine, including post-cardiovascular surgery at the intensive care unit in the Hopital Marie Lannelongue and in cardiac rehabilitation at Broussais Hospital.
−Removed: Non-Employee Directors
−Removed: Edick has served as a member and Chairperson of our board of directors since April 2019.
−Removed: Since January 2017, Mr.
−Removed: Edick has served as President, Chief Executive Officer and as a member of the board of directors of Xeris Pharmaceuticals, Inc., a Nasdaq-listed biopharmaceutical company, and as its Chairman since June 2018.
−Removed: Previously, Mr.
−Removed: Edick served as founding partner of 3G Advisors, LLC, a consultancy to the pharmaceutical, healthcare and healthcare investor communities from November 2014 to January 2017.
−Removed: From July 2010 to November 2014, Mr.
−Removed: Edick served as Chief Executive Officer and as a member of the board of directors of Durata Therapeutics, Inc., a Nasdaq-listed pharmaceutical company, prior to its acquisition in November 2014.
−Removed: From 2008 to 2010, Mr.
−Removed: Edick served as Chief Executive Officer of GANIC Pharmaceuticals, Inc., a Warburg Pincus investment search vehicle.
−Removed: From 2002 to 2008, Mr.
−Removed: Edick served in a variety of roles at MedPointe, including as its president of pharmaceutical operations from 2006 to 2008.
−Removed: Mr Edick currently serves on the board of directors for Iterum Therapeutics Limited, a Nasdaq-listed pharmaceutical company.
−Removed: In addition, Mr.
−Removed: Edick has previously served as a member of the board of directors of Newlink Genetics Corporation, Sucampo Pharmaceuticals, Inc., Neos Therapeutics, Inc., PDL BioPharma, Inc., and Circassia Pharmaceuticals plc.
−Removed: Edick holds a B.A.
−Removed: in psychology from Hamilton College in Clinton, New York.
−Removed: Edick's management and industry experience, including his experience serving on public company boards of directors, qualifies him to serve on our board of directors.
−Removed: Liebert has served as a member of our board of directors since June 2015.
−Removed: Liebert served as a Principal of Domain Associates, LLC, a healthcare venture capital firm with an exclusive focus on life sciences, from 2007 to December 2019, and as a Managing Director from January 2014 to December 2019.
−Removed: Liebert previously served in various positions at CancerVax Corporation, Atairgin Technologies and Trega Biosciences.
−Removed: Liebert received her B.S.
−Removed: degree in chemistry from Clarion University, her M.S.
−Removed: degree in pharmacology/toxicology from Duquesne University, and her M.B.A degree from University of California, Los Angeles.
−Removed: We believe that Ms.
−Removed: Liebert's over 35 years of scientific, strategic and management experience in the healthcare industry qualifies her to serve on our board of directors.
−Removed: Richard Pasternak, MD has served as a member of our board of directors since November 2019.
−Removed: He is currently a Clinical Professor at the Weill Cornell Medical College.
−Removed: Pasternak retired from Cerenis Therapeutics (now ABIONYX Pharma), a French publicly-traded company focused on developing treatments for cardiovascular diseases, where he served since 2011, most recently as Chief Executive Officer and Chair of the Board of Directors.
−Removed: He previously served as Vice President, Head of Cardiovascular Clinical Research, and Head of Global Scientific Affairs and Scientific Leadership, at Merck & Co.
−Removed: from 2004 to 2010.
−Removed: Prior to joining Merck & Co., he was the Director of Preventive Cardiology and Cardiac Rehabilitation at Massachusetts General Hospital, and an Associate Professor of Medicine at Harvard Medical School.
−Removed: Pasternak also serves on the Boards of Anthos Therapeutics and Magenta Medical Ltd.
−Removed: He previously served on the Boards of Essentialis Therapeutics and Haptocure Ltd., as well as several nonprofit organizations.
−Removed: He was also previously a senior advisor to Bay City Capital and Bridge Medicines.
−Removed: Pasternak received his BA and MD from Yale University, and completed his medical and cardiology training at Massachusetts General Hospital.
−Removed: We believe Dr.
−Removed: Pasternak’s clinical, industry and management experience, including his experience serving on public company boards of directors, qualifies him to serve on our board of directors.
−Removed: Michael Tomsicek has served as a member of our board of directors since April 2019.
−Removed: Tomsicek has served as the Chief Financial Officer of CRISPR Therapeutics AG, a Nasdaq-listed gene editing company, since November 2017.
−Removed: Prior to that, Mr.
−Removed: Tomsicek served as Chief Financial Officer of Abiomed, a Nasdaq-listed medical device company, from July 2015 to August 2017.
−Removed: Before that, he was Chief Financial Officer at Cubist Pharmaceuticals, Inc., a Nasdaq-listed biopharmaceutical company.
−Removed: He was at Cubist from August 2010 to January 2015, through the company's sale to Merck, and held a series of roles of increasing responsibility leading finance, investor relations and strategic sourcing.
−Removed: Prior to Cubist, Mike spent nearly eight years at General Electric Healthcare, ultimately as Chief Financial Officer of the global ultrasound business.
−Removed: Mike holds an M.B.A.
−Removed: in Engineering, both from the University of Wisconsin.
−Removed: We believe Mr.
−Removed: Tomsicek's management and industry experience, including his public company management experience, qualifies him to serve on our board of directors.
−Removed: Paul Truex has served as a member of our board of directors since February 2012.
−Removed: From June 2012 to October 2018, Mr.
−Removed: Truex was the Chairman of our board of directors.
−Removed: Truex founded Anthera Pharmaceuticals, Inc., a currently publicly traded biopharmaceutical company, in September 2004 and has served as the Executive Chairman of the board of directors of Anthera since December 2016.
−Removed: He previously served as the President of Anthera from its inception in September 2004 until January 2016 and as its Chief Executive Officer from September 2004 to December 2016.
−Removed: Prior to founding Anthera, Mr.
−Removed: Truex served as a founder, director, President and Chief Executive Officer of Peninsula Pharmaceuticals, Inc.
−Removed: from the commencement of its operations in October 2001 until December 2005 after which Peninsula was acquired in a series of transactions by Johnson and Johnson and Forest Laboratories.
−Removed: Truex is currently a director at CymaBay Therapeutics Inc., a Nasdaq-listed company, where he has served since April 2016.
−Removed: From May 2012 to September 2013, he served on the board of directors of Trius Therapeutics Inc.
−Removed: (acquired by Cubist Pharmaceuticals, Inc.
−Removed: in July 2013).
−Removed: Truex obtained his M.B.A.
−Removed: in marketing and finance from Indiana University and his B.A.
−Removed: in economics from the University of Waterloo.
−Removed: We believe that Mr.
−Removed: Truex's extensive experience at both public and private pharmaceutical companies qualify him to serve on our board of directors.
−Removed: Family Relationships and Other Arrangements
−Removed: There are no family relationships among our directors and executive officers.
−Removed: Liebert was designated as a director to our board of directors by Domain Partners VIII, L.P., in connection with a shareholders agreement, which terminated in connection with our initial public offering.
−Removed: Board Composition
−Removed: Our board of directors currently consists of six members.
−Removed: Our articles of incorporation and by-laws provide that the number of directors shall be a minimum of three and a maximum of 15 members and will be fixed from time to time by resolution of the board of directors.
−Removed: Our board of directors are elected at each annual meeting of our shareholders and serve until their successors are elected or appointed, unless their office is vacated earlier.
−Removed: The term of office for each of the directors will expire at the time of our next annual shareholder's meeting.
−Removed: Board Committees
−Removed: Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.
−Removed: Our board of directors may establish other committees to facilitate the management of our business.
−Removed: The composition and functions of each committee are described below.
−Removed: Members serve on these committees until their resignation or until otherwise determined by our board of directors.
−Removed: Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq Listing Rules, which is posted on our website at www.milestonepharma.com.
−Removed: Audit Committee
−Removed: The audit committee is responsible for assisting our board of directors in its oversight of the integrity of our consolidated financial statements, the qualifications and independence of our independent auditors and our internal financial and accounting controls.
−Removed: The audit committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered accounting firm reports directly to the audit committee.
−Removed: The audit committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement.
−Removed: Our audit committee consists of Debra K.
−Removed: Liebert, Paul Truex and Michael Tomsicek.
−Removed: Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
−Removed: The chair of our audit committee is Michael Tomsicek.
−Removed: Our board of directors has determined that Mr.
−Removed: Tomsicek is an "audit committee financial expert" as such term is currently defined in Item 407(d)(5) of Regulations S-K.
−Removed: Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements, in accordance with applicable requirements.
−Removed: In arriving at these determinations, the board of directors has examined each audit committee member's scope of experience and the nature of their employment in the corporate finance sector.
−Removed: Compensation Committee
−Removed: The compensation committee approves the compensation objectives for the company, the compensation of the chief executive officer and approves, or recommends to our board of directors for approval, the compensation for other executives .
−Removed: The compensation committee reviews all compensation components, including base salary, bonus, benefits and other perquisites.
−Removed: Our compensation committee consists of Paul Edick, Debra Liebert and Richard Pasternak.
−Removed: Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and are "non-employee directors" as defined in Rule 16b-3 promulgated under the Exchange Act.
−Removed: The chair of our compensation committee is Debra Liebert.
−Removed: Nominating and Corporate Governance Committee
−Removed: The nominating and corporate governance committee makes recommendations regarding corporate governance, the composition of our board of directors, identification, evaluation and nomination of director candidates and the structure and composition of committees of our board of directors.
−Removed: In addition, the nominating and corporate governance committee is responsible for developing and recommending corporate governance guidelines to our board of directors, as applicable to the company.
−Removed: Our nominating and corporate governance committee consists of Paul Truex and Paul Edick.
−Removed: The chair of our nominating and corporate governance committee is Paul Edick.
−Removed: Each member of the nominating and corporate governance committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, an independent director as defined by the Nasdaq Listing Rules and is free from any relationship that would interfere with the exercise of his independent judgment, as determined by the board of directors in accordance with the applicable Nasdaq Listing Rules.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of the members of the compensation committee is currently, or has been at any time, one of our executive officers or employees.
−Removed: None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our compensation committee.
−Removed: Code of Business Conduct and Ethics
−Removed: We have adopted a written code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions, and agents and representatives.
−Removed: The full text of our code of business conduct and ethics is available on our website at www.milestonepharma.com.
−Removed: The nominating and corporate governance committee of our board of directors is responsible for overseeing our code of business conduct and ethics and any waivers applicable to any director, executive officer or employee.
−Removed: We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and agents and representatives, on our website identified above.
−Removed: In addition, under the Civil Code of Québec, to which we are subject as a legal person incorporated under the Business Corporations Act (Québec) (L.R.Q., c.
−Removed: S-31), or the BCA, and under the BCA, a director must immediately disclose to the board any situation that may place him or her in a conflict of interest.
−Removed: Any such declaration of interest is recorded in the minutes of proceeding of the board of directors.
−Removed: The director abstains, except if required, from the discussion and voting on the question.
−Removed: In addition, it is our policy that an interested director recuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest.
−Removed: Limitation on Liability and Indemnification Matters
−Removed: Under the BCA and our amended and restated bylaws, we must indemnify our current or former directors and officers, agents or any other individuals who act or has acted at our request as a director or officer of a related entity, against all costs, charges and expenses reasonably incurred by such individual in connection with any civil, criminal, administrative, investigative or other proceeding in which such individual is involved because of his or her association with us or a related entity.
−Removed: The BCA also provides that we may, with the approval of the court, also make an advance payment to such individual for costs, charges and expenses reasonably incurred in connection with such a proceeding, provided, however, that such individual shall repay such payment if he or she does not fulfill the conditions described below.
−Removed: Indemnification is prohibited under the BCA unless the individual:
−Removed: acted with honestly and loyalty in our interests, or in the interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request;
−Removed: in the case of a proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful;
−Removed: was not judged by the court to have committed an intentional or gross fault.
−Removed: In addition, we have entered, and intend to continue to enter, into separate indemnity agreements with each of our directors and officers.
−Removed: These indemnity agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’
−Removed: fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as a director or officer, or any other company or enterprise to which the person provides services at our request.
−Removed: We maintain a directors’
−Removed: and officers’
−Removed: insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.
−Removed: We believe that these provisions in our amended articles of incorporation and amended and restated bylaws and these indemnity agreements are necessary to attract and retain qualified persons as directors and officers.
−Removed: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Securities Act and is therefore unenforceable.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
+Added: As part of our system of corporate governance, our board of directors has adopted a code of business conduct and ethics.
+Added: The code applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including our independent directors and consultants, who are not employees of ours, with regard to their Company-related activities.
+Added: Our code of business conduct and ethics is available on our website at www.milestonepharma.com.
+Added: We intend to post on this section of our website any amendment to our code of business conduct and ethics, as well as any waivers of our code of business conduct and ethics, that are required to be disclosed by the rules of the SEC or the Nasdaq Stock Market.
EXECUTIVE COMPENSATION.
−Removed: Our named executive officers for the year ended December 31, 2019, which consist of our principal executive officer and our next two most highly compensated executive officers who were serving as executive officers at the end of 2019, and one individual who would have been among the most highly compensated if he had been still serving as an executive officer at the end of 2019, are:
−Removed: Joseph Oliveto;
−Removed: Francis Plat;
−Removed: Timothy Maness.
−Removed: Summary Compensation Table
−Removed: The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2019 and 2018.
−Removed: NON‑EQUITY
−Removed: INCENTIVE PLAN
−Removed: NAME AND PRINCIPAL POSITION
−Removed: Joseph Oliveto
−Removed: Chief Executive Officer
−Removed: Chief Financial Officer and Executive Vice President of Corporate Development
−Removed: Chief Medical Officer
−Removed: Timothy Maness
−Removed: Former Chief Accounting Officer
−Removed: Salary amounts represent actual amounts paid during 2019 and 2018.
−Removed: See “—Narrative to the Summary Compensation Table—Annual Base Salary”
−Removed: (1) Reflects performance‑based cash bonuses awarded to our named executive officers.
−Removed: See “—Non Equity Incentive Plan Compensation”
−Removed: below for a description of the material terms pursuant to which this compensation was awarded.
−Removed: (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal years 2019 and 2018 computed in accordance with ASC 718 for share‑based compensation transactions.
−Removed: Assumptions used in the calculation of these amounts are included in Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
−Removed: These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the share options, the exercise of the share options, or the sale of the common shares underlying such share options.
−Removed: (3) Reflects (i) reimbursements paid with respect to expenses incurred by Mr.
−Removed: Oliveto for Canadian tax return preparations in 2019 ($1,500), and (ii) reimbursements paid with respect to medical ($18,676), dental ($1,355), and life ($153) insurance policies obtained by Mr.
−Removed: Oliveto in 2018.
−Removed: (4) Reflects (i) $142,885 of base salary paid to Mr.
−Removed: Maness in 2019 and (ii) $150,000 paid in consulting fees to Mr.
−Removed: Maness in 2019 prior to the effective date of his employment agreement with us.
−Removed: See “—Narrative to the Summary Compensation Table—Annual Base Salary”
−Removed: Narrative to the Summary Compensation Table
−Removed: Our board of directors reviews compensation annually for all employees, including our named executive officers.
−Removed: In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short‑ and long‑term results that are in the best interests of our shareholders and a long‑term commitment to our company.
−Removed: Either our board of directors or the compensation committee has historically determined our executive officers’
−Removed: compensation and has typically reviewed and discussed management’s proposed compensation with our chief executive officer for all executives other than our chief executive officer.
−Removed: Based on those discussions and its discretion, the compensation committee and our full board of directors then approved the compensation of each executive officer.
−Removed: Following the completion of our initial public offering in May 2019, the compensation committee determined our executive officers’
−Removed: compensation and followed this process, and the compensation committee itself, rather than our board of directors, approves the compensation of each executive officer other than our Chief Executive Officer.
−Removed: Annual Base Salary
−Removed: Base salaries for our executive officers are initially established through arm’s‑length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography.
−Removed: Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.
−Removed: For 2018, the base salaries of Mr.
−Removed: Oliveto and Dr.
−Removed: Plat were $360,000 and $330,000, respectively, and for 2019, the base salaries of Mr.
−Removed: Maness were $500,000, $390,000, $400,000, and $300,000, respectively.
−Removed: In making decisions regarding salary increases, we may also draw upon the experience of members of our board of directors with executives at other companies.
−Removed: Non‑Equity Incentive Plan Compensation
−Removed: In accordance with the terms of their employment agreements, our named executive officers are eligible to receive discretionary annual bonuses of up to a percentage of each executive’s gross base salary based on individual performance, company performance or as otherwise determined appropriate, as determined by our board of directors.
−Removed: The target bonus percentages for each of Mr.
−Removed: Oliveto and Dr.
−Removed: Plat in 2018 and 2019 were:
−Removed: Oliveto, 50% (2018 and 2019);
−Removed: Plat, 25% in 2018 and 35% in 2019.
−Removed: The target bonus percentages for each of Mr.
−Removed: Hasija and Mr.
−Removed: Maness in 2019 were 35% and 30%, respectively.
−Removed: Equity‑Based Incentive Awards
−Removed: Our equity‑based incentive awards are designed to align our interests and those of our shareholders with those of our employees and consultants, including our executive officers.
−Removed: The board of directors and the compensation committee are responsible for approving equity grants.
−Removed: As of the date of this Annual Report on Form 10-K, share option awards were the only form of equity awards we have granted to any of our executive officers.
−Removed: We have historically used share options as an incentive for long‑term compensation to our executive officers because the share options allow our executive officers to profit from this form of equity compensation only if our share price increases relative to the share option’s exercise price, which exercise price is set at the fair market value of our common shares on the date of grant.
−Removed: We may grant equity awards at such times as our board of directors determines appropriate.
−Removed: In addition, in connection with our initial public offering in May 2019, our board of directors delegated certain authority to our compensation committee to grant equity awards.
−Removed: Our executives generally are awarded an initial grant in the form of a share option in connection with their commencement of employment with us.
−Removed: Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.
−Removed: Prior our initial public offering in May 2019, we granted all share options pursuant to our Stock Option Plan, or the 2011 Plan.
−Removed: Following our initial public offering, we have granted equity incentive awards under the terms of the 2019 Equity Incentive Plan, or the 2019 Plan.
−Removed: The terms of our equity plans are described below under “—
−Removed: Equity Incentive Plans.”
−Removed: All options are granted with an exercise price per share that is no less than the fair market value of our common shares on the date of grant of such award.
−Removed: Our share option awards generally vest over a four‑year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events.
−Removed: See “—
−Removed: Outstanding Equity Awards at Fiscal Year‑End.”
−Removed: Outstanding Equity Awards at Fiscal Year‑End
−Removed: The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2019.
−Removed: Unless otherwise indicated below, all awards were granted pursuant to the 2011 Plan.
−Removed: See “—
−Removed: Equity Incentive Plans —
−Removed: 2011 Plan”
−Removed: below for additional information.
−Removed: OPTION AWARDS
−Removed: NAME AND PRINCIPAL POSITION
−Removed: (EXERCISABLE)
−Removed: (UNEXERCISABLE) (1)
−Removed: Joseph Oliveto
−Removed: Chief Executive Officer
−Removed: Chief Financial Officer and Executive Vice President of Corporate Development
−Removed: Chief Medical Officer
−Removed: Timothy Maness (3)
−Removed: Former Chief Accounting Officer
−Removed: (1) The common shares underlying the options vest as to 25% on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service through each vesting date.
−Removed: (2) Granted pursuant to the terms of our 2019 Plan.
−Removed: See “—
−Removed: Equity Incentive Plans —
−Removed: 2019 Plan”
−Removed: below for additional information.
−Removed: (3) The vesting of the unvested shares underlying the option grants was accelerated by our board of directors, effective upon the date of Mr.
−Removed: Maness’
−Removed: resignation, in accordance with the terms of our 2011 Plan.
−Removed: See “—
−Removed: Equity Incentive Plans —
−Removed: 2011 Plan”
−Removed: below for additional information.
−Removed: Employment Arrangements
−Removed: We have entered into employment agreements with each of our named executive officers.
−Removed: The agreements set forth the named executive officer’s initial base salary, bonus potential, eligibility for employee benefits and severance benefits upon a qualifying termination of employment, subject to certain non‑solicitation and non‑competition provisions.
−Removed: potential payments and benefits due upon a qualifying termination of employment or a change in control are further described below under “—
−Removed: Potential Payments and Benefits upon Termination or Change in Control.”
−Removed: Agreement with Joseph Oliveto
−Removed: We entered into an employment agreement with Mr.
−Removed: Oliveto, our President and Chief Executive Officer, in March 2017 that governed the terms of his employment with us prior to April 2019.
−Removed: Pursuant to his prior agreement, Mr.
−Removed: Oliveto was entitled to an annual base salary of $360,000, was eligible to receive an annual target performance bonus of up to 50% of his gross base salary, and was granted options to purchase up to an aggregate of 252,853 common shares.
−Removed: In April 2019 in connection with our initial public offering, we entered into an amended and restated employment agreement with Mr.
−Removed: Oliveto that governs the current terms of his employment with us.
−Removed: Pursuant to his amended and restated agreement, Mr.
−Removed: Oliveto is entitled to an annual base salary of $500,000 and is eligible to receive an annual target performance bonus of 50% of his gross base salary.
−Removed: Agreement with Amit Hasija
−Removed: We entered into an employment agreement with Mr.
−Removed: Hasija, our Chief Financial Officer and Executive Vice President of Corporate Development, in September 2019 that governs the terms of his employment with us.
−Removed: Pursuant to his agreement, Mr.
−Removed: Hasija is entitled to an annual base salary of $390,000, is eligible to receive an annual target performance bonus of 35% of his gross base salary, and was granted an option to purchase up to 147,000 common shares.
−Removed: Agreement with Francis Plat
−Removed: We entered into an employment agreement with Dr.
−Removed: Plat, our Chief Medical Officer, in April 2014 that governed the terms of his employment with us prior to April 2019.
−Removed: Pursuant to his prior agreement, Dr.
−Removed: Plat was entitled to an annual base salary of C$300,000, was eligible to receive an annual target performance bonus of, as a percentage of his gross base salary, 25% for 2018, and was granted an option to purchase up to 34,769 common shares.
−Removed: In May 2017, our board of directors approved an increase to Dr.
−Removed: Plat’s annual base salary to $330,000.
−Removed: In April 2019 in connection with our initial public offering, we entered into an amended and restated employment agreement with Dr.
−Removed: Plat that governs the current terms of his employment with us.
−Removed: Pursuant to his amended and restated agreement, Dr.
−Removed: Plat is entitled to an annual base salary of $400,000 and is eligible to receive an annual target performance bonus of 35% of his gross base salary.
−Removed: Agreement with Timothy Maness
−Removed: In April 2019, in connection with our initial public offering, we entered into an employment agreement with Mr.
−Removed: Maness that governed the terms of his employment with us prior to his resignation in October 2019.
−Removed: Pursuant to his agreement, Mr.
−Removed: Maness was entitled to an annual base salary of $280,000 and was eligible to receive an annual target performance bonus of 30% of his gross base salary.
−Removed: Prior to his employment with us, Mr.
−Removed: Maness served as a financial and accounting consultant to us.
−Removed: On September 9, 2019, Mr.
−Removed: Maness, who was serving as our Vice President, Finance and our principal financial officer, was promoted by our board of directors to the position of Chief Accounting Officer and principal financial officer and principal accounting officer.
−Removed: In connection with his appointment, Mr.
−Removed: Maness also received an option to purchase up to 20,000 of our common shares, under the terms of our 2019 Plan.
−Removed: On October 31, 2019, Mr.
−Removed: Maness resigned from his positions with us, including as Chief Accounting Officer, principal financial officer and principal accounting officer.
−Removed: In connection with his resignation, our board of directors authorized the acceleration of vesting for certain of Mr.
−Removed: Maness’
−Removed: outstanding and unvested option grants issued under our 2011 Plan.
−Removed: Potential Payments and Benefits upon Termination or Change in Control
−Removed: Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his term of service, including salary and accrued unused vacation pay.
−Removed: In addition, each of our named executive officers is eligible to receive certain benefits pursuant to his employment agreement with us as follows:
−Removed: Joseph Oliveto
−Removed: Under his amended and restated employment agreement, if Mr.
−Removed: Oliveto is terminated by us without cause or if Mr.
−Removed: Oliveto resigns for good reason, he is entitled to salary continuation and reimbursement of premiums to continue health care benefits for a period of 12 months, subject to his execution of a general release in favor of our company.
−Removed: Oliveto is terminated without cause or resigns for good reason within 30 days prior to, or 12 months following, a change in control, he is entitled to receive (i) salary continuation and reimbursement of premiums to continue health care benefits for a period of 18 months, (ii) a one‑time bonus equal to one and a half times his target bonus for the year in which he is terminated and (iii) accelerated vesting of any outstanding and unvested share options, subject in the case of the foregoing clauses (i) and (ii), to his execution of a general release in favor of our company.
−Removed: Under his employment agreement, if Mr.
−Removed: Hasija is terminated by us without cause or if Mr.
−Removed: Hasija resigns for good reason, he is entitled to salary continuation and reimbursement of premiums to continue health care benefits for a period of nine months, subject to his execution of a general release in favor of our company.
−Removed: Hasija is terminated without cause or resigns for good reason within 30 days prior to, or 12 months following, a change in control, he is entitled to receive (i) salary continuation and reimbursement of premiums to continue health care benefits for a period of 12 months, (ii) a one‑time bonus equal to his target bonus for the year in which he is terminated and (iii) accelerated vesting of any outstanding and unvested share options, subject in the case of the foregoing clauses (i) and (ii), to his execution of a general release in favor of our company.
−Removed: Under his amended and restated employment agreement, if Dr.
−Removed: Plat is terminated by us without cause or if Dr.
−Removed: Plat resigns for good reason, he is entitled to salary continuation for a period of nine months, as well as benefits coverage for a period of nine months or until Dr.
−Removed: Plat begins alternate employment, whichever occurs first, subject in each case to his release of claims in favor of our company.
−Removed: Plat is terminated without cause or resigns for good reason within 30 days prior to, or 12 months following, a change in control, he is entitled to receive (i) salary continuation for a period of 12 months, (ii) benefits coverage for a period of 12 months or until Dr.
−Removed: Plat begins alternate employment, whichever occurs first, (iii) a one‑time bonus equal to his target bonus for the year in which he is terminated, and (iv) accelerated vesting of any outstanding and unvested share options, subject to his release of claims in favor of our company.
−Removed: Timothy Maness
−Removed: Under the employment agreement, in effect prior to his resignation, if Mr.
−Removed: Maness was terminated by us without cause or if Mr.
−Removed: Maness resigned for good reason, he was entitled to salary continuation and reimbursement of premiums to continue health care benefits for a period of six months, subject to his execution of a general release in favor of our company.
−Removed: Maness was terminated without cause or resigned for good reason within 30 days prior to, or 12 months following, a change in control, he was entitled to receive (i) salary continuation and reimbursement of premiums to continue health care benefits for a period of nine months, and (ii) a one‑time bonus equal to his target bonus for the year in which he was terminated, subject in the case of the foregoing clauses (i) and (ii), to his execution of a general release in favor of our company.
−Removed: As mentioned above, Mr.
−Removed: Maness resigned from his positions with us, including as Chief Accounting Officer, principal financial officer and principal accounting officer, on October 31, 2019.
−Removed: Maness did not receive severance benefits
−Removed: under his employment agreement.
−Removed: However, our board of directors authorized the acceleration of vesting for certain of Mr.
−Removed: Maness’
−Removed: outstanding and unvested option grants issued under our 2011 Plan in connection with his resignation.
−Removed: Health and Welfare and Retirement Benefits;
−Removed: Prior to 2018, we did not provide any health or welfare benefits to our U.S.
−Removed: We did provide reimbursements or extra salary payments for employees, including Mr.
−Removed: Oliveto, to purchase personal health and welfare insurance.
−Removed: In 2018, our Chief Executive Officer received medical, dental, vision, life and accidental death and dismemberment insurance generally made available to all of our U.S.
−Removed: Beginning January 1, 2019, all employees either receive insurance coverage made available to the U.S.
−Removed: employees or group benefits insurance coverage made available to the Canadian employees.
−Removed: In November 2019, our compensation committee authorized the creation of a 401(k) plan and a registered retirement savings plan for our employees in the United States or Canada, which we have subsequently implemented for participation by our employees.
−Removed: We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances.
−Removed: Our board of directors may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests.
−Removed: Equity Incentive Plans
−Removed: Our board of directors adopted and our shareholders approved the 2019 Plan in April 2019.
−Removed: Our 2019 Plan is a successor to and continuation of our 2011 Plan.
−Removed: The 2019 Plan became effective upon the completion of our initial public offering in May 2019.
−Removed: Since the effectiveness of the 2019 Plan, no further grants have been or will be made under the 2011 Plan.
−Removed: Our 2019 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, or NSOs, share appreciation rights, restricted share awards, restricted share unit awards, performance share awards, performance cash awards and other forms of share awards to employees, directors and consultants, including employees and consultants of our affiliates.
−Removed: Authorized Shares.
−Removed: The maximum number of our common shares that may be issued under our 2019 Plan was initially 4,710,564 shares, which is the sum of (1) 1,923,501 new shares, plus (2) the number of shares (not to exceed 2,787,063 shares) (i) that remained available for the issuance of awards under our 2011 Plan at the time our 2019 Plan became effective, and (ii) any shares subject to outstanding options or other share awards that were granted under our 2011 Plan that terminate or expire prior to exercise or settlement;
−Removed: are forfeited because of the failure to vest;
−Removed: or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price.
−Removed: In addition, the number of our common shares reserved for issuance under our 2019 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2020 through January 1, 2029, in an amount equal to 4% of the total number of our capital shares outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.
−Removed: The maximum number of our common shares that may be issued on the exercise of ISOs under our 2019 Plan is 14,131,692 shares.
−Removed: As of December 31, 2019, options to purchase 220,140 common shares, at exercise prices ranging from $15.00 to $22.45 per share, or a weighted‑average exercise price of $20.777 per share, were outstanding under our 2019 Plan.
−Removed: Shares subject to share awards granted under our 2019 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under our 2019 Plan.
−Removed: If any common shares issued pursuant to a share award are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required to vest, the shares that are forfeited or repurchased will revert to and again become available for issuance under the 2019 Plan.
−Removed: Any shares subject to an award that are surrendered in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a share award will again become available for issuance under the 2019 Plan.
−Removed: The maximum number of common shares subject to share awards granted under the 2019 Plan or otherwise during any one calendar year to any non‑employee director, taken together with any cash fees paid by us to such non‑employee
−Removed: director during such calendar year for service on the board of directors, will not exceed $750,000 in total value (calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting purposes), or, with respect to the calendar year in which a non‑employee director is first appointed or elected to our board of directors, $1,100,000.
−Removed: Plan Administration.
−Removed: Our board of directors, or a duly authorized committee of our board of directors, has the authority to administer our 2019 Plan and is referred to as the “plan administrator”
−Removed: Our board of directors may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified share awards and (2) determine the number of shares subject to such share awards.
−Removed: Under our 2019 Plan, the plan administrator has the authority to determine award recipients, grant dates, the numbers and types of share awards to be granted, the applicable fair market value, and the provisions of each share award, including the period of exercisability and the vesting schedule applicable to a share award.
−Removed: Under the 2019 Plan, the plan administrator also generally has the authority to effect, with the consent of any adversely affected participant, (A) the reduction of the exercise, purchase, or strike price of any outstanding award;
−Removed: (B) the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration;
−Removed: or (C) any other action that is treated as a repricing under generally accepted accounting principles.
−Removed: ISOs and NSOs are granted under option agreements adopted by the plan administrator.
−Removed: The plan administrator determines the exercise price for options, within the terms and conditions of the 2019 Plan, provided that the exercise price of an option generally cannot be less than 100% of the fair market value of our common shares on the date of grant.
−Removed: Options granted under the 2019 Plan vest at the rate specified in the option agreement as determined by the plan administrator.
−Removed: The plan administrator determines the term of options granted under the 2019 Plan, up to a maximum of 10 years.
−Removed: Unless the terms of an optionholder’s option agreement provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service.
−Removed: This period may be extended in the event that exercise of the option is prohibited by applicable securities laws or our insider trading policy.
−Removed: If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death.
−Removed: If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service.
−Removed: In the event of a termination for cause, options generally terminate upon the termination date.
−Removed: In no event may an option be exercised beyond the expiration of its term.
−Removed: Acceptable consideration for the purchase of common shares issued upon the exercise of an option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker‑assisted cashless exercise, (3) a net exercise of the option if it is an NSO, or (4) other legal consideration approved by the plan administrator.
−Removed: Unless the plan administrator provides otherwise, options generally are not transferable except by will or the laws of descent and distribution.
−Removed: Subject to approval of the plan administrator or a duly authorized officer in each case, (i) an option may be transferred pursuant to a domestic relations order, official marital settlement agreement, or other divorce or separation instrument and (ii) an optionholder may designate a beneficiary who may exercise the option following the optionholder’s death.
−Removed: Tax Limitations on ISOs.
−Removed: The aggregate fair market value, determined at the time of grant, of our common shares with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our equity benefit plans may not exceed $100,000.
−Removed: Options or portions thereof that exceed such limit will generally be treated as NSOs.
−Removed: No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own shares possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the shares subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant.
−Removed: Restricted Share Unit Awards.
−Removed: Restricted share unit awards are granted under restricted share unit award agreements adopted by the plan administrator.
−Removed: Restricted share unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law.
−Removed: A restricted share unit award may be settled by cash, delivery of shares, a combination of cash and shares as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted share unit award agreement.
−Removed: Additionally, dividend equivalents may be credited in respect of shares covered by a restricted share unit award.
−Removed: Except as otherwise provided in the applicable award agreement, restricted share unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.
−Removed: Restricted Share Awards.
−Removed: Restricted share awards are granted under restricted share award agreements adopted by the plan administrator.
−Removed: A restricted share award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us, or any other form of legal consideration that may be acceptable to our board of directors and permissible under applicable law.
−Removed: The plan administrator determines the terms and conditions of restricted share awards, including vesting and forfeiture terms.
−Removed: If a participant’s service relationship with us ends for any reason, we may receive any or all of the common shares held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.
−Removed: Share Appreciation Rights.
−Removed: Share appreciation rights are granted under share appreciation right agreements adopted by the plan administrator.
−Removed: The plan administrator determines the purchase price or strike price for a share appreciation right, which generally cannot be less than 100% of the fair market value of our common shares on the date of grant.
−Removed: A share appreciation right granted under the 2019 Plan vests at the rate specified in the share appreciation right agreement as determined by the plan administrator.
−Removed: The plan administrator determines the term of share appreciation rights granted under the 2019 Plan, up to a maximum of 10 years.
−Removed: If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested share appreciation right for a period of three months following the cessation of service.
−Removed: This period may be further extended in the event that exercise of the share appreciation right following such a termination of service is prohibited by applicable securities laws or our insider trading policy.
−Removed: If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested share appreciation right for a period of 12 months in the event of disability and 18 months in the event of death.
−Removed: In the event of a termination for cause, share appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause.
−Removed: In no event may a share appreciation right be exercised beyond the expiration of its term.
−Removed: Performance Awards.
−Removed: The 2019 Plan permits the grant of performance‑based share and cash awards.
−Removed: Our compensation committee may structure awards so that the share or cash will be issued or paid only following the achievement of certain pre‑established performance goals during a designated performance period.
−Removed: The performance goals that may be selected include one or more of the following:
−Removed: (ii) revenues;
−Removed: (iii) assets;
−Removed: (iv) expenses;
−Removed: (v) market penetration or expansion;
−Removed: (vi) earnings from operations;
−Removed: (vii) earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization, incentives, service fees or extraordinary or special items, whether or not on a continuing operations or an aggregate or per share basis;
−Removed: (viii) net income or net income per common share (basic or diluted);
−Removed: (ix) return on equity, investment, capital or assets;
−Removed: (x) one or more operating ratios;
−Removed: (xi) borrowing levels, leverage ratios or credit rating;
−Removed: (xii) market share;
−Removed: (xiii) capital expenditures;
−Removed: (xiv) cash flow, free cash flow, cash flow return on investment, or net cash provided by operations;
−Removed: (xv) share price, dividends or total shareholder return;
−Removed: (xvi) development of new technologies or products;
−Removed: (xvii) sales of particular products or services;
−Removed: (xviii) economic value created or added;
−Removed: (xix) operating margin or profit margin;
−Removed: (xx) customer acquisition or retention;
−Removed: (xxi) raising or refinancing of capital;
−Removed: (xxii) successful hiring of key individuals;
−Removed: (xxiii) resolution of significant litigation;
−Removed: (xxiv) acquisitions and divestitures (in whole or in part);
−Removed: (xxv) joint ventures and strategic alliances;
−Removed: (xxvi) spin‑offs, split‑ups and the like;
−Removed: (xxvii) reorganizations;
−Removed: (xxviii) recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings;
−Removed: (xxix) or strategic business criteria, consisting of one or more objectives based on the following goals:
−Removed: achievement of timely development, design management or enrollment, meeting specified market penetration or value added, payor acceptance, patient adherence, peer reviewed publications, issuance of new
−Removed: patents, establishment of or securing of licenses to intellectual property, product development or introduction (including, without limitation, any clinical trial accomplishments, regulatory or other filings, approvals or milestones, discovery of novel products, maintenance of multiple products in pipeline, product launch or other product development milestones), geographic business expansion, cost targets, cost reductions or savings, customer satisfaction, operating efficiency, acquisition or retention, employee satisfaction, information technology, corporate development (including, without limitation, licenses, innovation, research or establishment of third‑party collaborations), manufacturing or process development, legal compliance or risk reduction, patent application or issuance goals, or goals relating to acquisitions, divestitures or other business combinations (in whole or in part), joint ventures or strategic alliances;
−Removed: and (xxx) other measures of performance selected by the board of directors.
−Removed: The performance goals may be based on company‑wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.
−Removed: Our board of directors is authorized at any time in its sole discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the dilution or enlargement of the rights of participants, (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development;
−Removed: (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting us, or our financial statements in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions;
−Removed: or (c) in view of the board of director’s assessment of our business strategy, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant.
−Removed: Specifically, the board of directors is authorized to make adjustment in the method of calculating attainment of performance goals and objectives for a performance period as follows:
−Removed: (i) to exclude the dilutive effects of acquisitions or joint ventures;
−Removed: (ii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture;
−Removed: and (iii) to exclude the effect of any change in our outstanding common share by reason of any share dividend or split, share repurchase, reorganization, recapitalization, merger, consolidation, spin‑off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends.
−Removed: In addition, the board of directors is authorized to make adjustment in the method of calculating attainment of performance goals and objectives for a performance period as follows:
−Removed: (i) to exclude restructuring and/or other nonrecurring charges;
−Removed: (ii) to exclude exchange rate effects, as applicable, for non‑U.S.
−Removed: dollar denominated net sales and operating earnings;
−Removed: to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board;
−Removed: (iv) to exclude the effects of any items that are “unusual”
−Removed: in nature or occur “infrequently”
−Removed: as determined under generally accepted accounting principles;
−Removed: (v) to exclude the effects to any statutory adjustments to corporate tax rates;
−Removed: and (vi) to make other appropriate adjustments selected by the board of directors.
−Removed: Other Share Awards.
−Removed: The plan administrator may grant other awards based in whole or in part by reference to our common shares.
−Removed: The plan administrator will set the number of shares under the share award and all other terms and conditions of such awards.
−Removed: Changes to Capital Structure.
−Removed: In the event there is a specified type of change in our capital structure, such as a share split, reverse share split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2019 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs, (4) the class and maximum number of shares that may be awarded to any non‑employee director and (5) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding share awards.
−Removed: Corporate Transactions.
−Removed: Our 2019 Plan provides that in the event of certain specified significant corporate transactions (or a change in control, as defined below), unless otherwise provided in an award agreement or other written agreement between us and the award holder, the plan administrator may take one or more of the following actions with respect to such share awards:
−Removed: arrange for the assumption, continuation, or substitution of a share award by a successor corporation;
−Removed: arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;
−Removed: accelerate the vesting, in whole or in part, of the share award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction;
−Removed: arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us;
−Removed: cancel or arrange for the cancellation of the share award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for a cash payment, if any;
−Removed: make a payment equal to the excess, if any, of (A) the value of the property the participant would have received on exercise of the award immediately before the effective time of the transaction, over (B) any exercise price payable by the participant in connection with the exercise.
−Removed: The plan administrator is not obligated to treat all share awards or portions of share awards in the same manner and is not obligated to take the same actions with respect to all participants.
−Removed: Under the 2019 Plan, a corporate transaction is generally the consummation of:
−Removed: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger, amalgamation, arrangement or consolidation where we do not survive the transaction, or (4) a merger or consolidation where we do survive the transaction but our common shares outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction.
−Removed: Change in Control.
−Removed: In the event of a change in control, the plan administrator may take any of the above‑mentioned actions.
−Removed: Awards granted under the 2019 Plan may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable share award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.
−Removed: Under the 2019 Plan, a change in control is generally (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding shares, (2) a merger, amalgamation, arrangement, consolidation or similar transaction in which our shareholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction, (3) a sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our shareholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction, (4) a complete dissolution or liquidation of the company or (5) when a majority of our board of directors becomes comprised of individuals who were both not serving on our board of directors on the date of the underwriting agreement related to our initial public offering, or the incumbent board, and whose nomination, appointment, or election was not approved by a majority of the incumbent board still in office.
−Removed: Plan Amendment or Termination.
−Removed: Our board of directors has the authority to amend, suspend, or terminate our 2019 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent.
−Removed: Certain material amendments also require the approval of our shareholders.
−Removed: No ISOs may be granted after the tenth anniversary of the date our board of directors adopts our 2019 Plan.
−Removed: No share awards may be granted under our 2019 Plan while it is suspended or after it is terminated.
−Removed: Our board of directors originally adopted and our shareholders initially approved our 2011 Plan in August 2011.
−Removed: We have subsequently amended and restated our 2011 Plan, most recently in October 2018, the purpose of which was to increase the number of shares available for issuance under our 2011 Plan.
−Removed: Our shareholders approved this recent amendment and restatement in October 2018.
−Removed: Our 2011 Plan terminated upon the adoption of our 2019 Plan;
−Removed: however, awards outstanding under our 2011 Plan will continue in full effect in accordance with their existing terms.
−Removed: Share Reserve.
−Removed: No future stock awards will be made under our 2011 Plan.
−Removed: As of December 31, 2019, options to purchase 2,364,526 common shares, at exercise prices ranging from $0.96 to $9.42 per share, or a weighted‑average
−Removed: exercise price of $2.151 per share, were outstanding under our 2011 Plan.
−Removed: Any shares of common stock subject to awards under our 2011 Plan that terminate or expire prior to exercise or settlement, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price will become available for issuance under our 2019 Plan.
−Removed: Administration.
−Removed: The compensation committee of our board of directors administers our 2011 Plan.
−Removed: Our board of directors has full authority and discretion to take any actions it deems necessary or advisable for the administration of our 2011 Plan.
−Removed: Our board of directors may cancel, amend, adjust or otherwise change any outstanding options under such circumstances as it may consider appropriate in accordance with the provisions of the 2011 Plan.
−Removed: Types of Awards.
−Removed: Our 2011 Plan provided for the grant of incentive share options and nonstatutory share options to purchase common shares of our share capital to employees, members of our board of directors and consultants.
−Removed: Incentive share options may have only been granted only to employees.
−Removed: The exercise price of options granted under our 2011 Plan was equal to or exceeded the fair market value of a common share of our share capital on the grant date.
−Removed: Options expire at the time determined by the administrator, but in no event more than ten years after they are granted, and generally expire earlier if the optionholder’s service terminates.
−Removed: Capital Reorganization.
−Removed: If we effect a subdivision, consolidation, or similar reorganization, or any other change in capitalization that, in the option of the administrator, warrants the replacement or amendment of any existing options, the administrator may adjust:
−Removed: (i) the number of common shares that may be acquired on the exercise of any options;
−Removed: and/or (ii) the exercise price of any outstanding options, as necessary.
−Removed: Other Events Affecting the Corporation.
−Removed: In the event of an amalgamation, combination, merger or other reorganization involving the exchange of our common shares, by sale or lease of assets or otherwise, that, in the opinion of the administrator, in its discretion, warrants the replacement or amendment of any existing options in order to adjust:
−Removed: (a) the number of common shares that may be acquired on the exercise of any outstanding options;
−Removed: and/or (b) the exercise price of any outstanding options in order to preserve proportionately the rights and obligations of the optionees, the administrator will authorize such steps to be taken as may be equitable and appropriate to that end.
−Removed: Liquidity Event.
−Removed: Notwithstanding anything else provided in the 2011 Plan or any option agreement, upon a liquidity event, our board of directors (or a committee thereof) may:
−Removed: cause the conversion or exchange of any outstanding options into or for options, rights or other securities of substantially equivalent value (or greater value), in any entity participating in or resulting from such liquidity event;
−Removed: accelerate the vesting of any or all outstanding options to provide that such outstanding options will be fully vested and exercisable contemporaneously with the completion of the transaction resulting in the liquidity event.
−Removed: In general, a “liquidity event”
−Removed: means the acquisition of the company by another entity by means of any transaction or series of related transactions, which results in one person, together with any related entities of such person, acquiring beneficial ownership, or exercising direction or control, over more than 50% of the combined voting power attached to all of our outstanding securities;
−Removed: a sale, lease, transfer, exclusive license or disposition of all or substantially all of our assets;
−Removed: our adoption of a plan of liquidation providing for the distribution of all or substantially all of our assets;
−Removed: or any other event so specified by our board of directors, subject to certain exceptions.
−Removed: Transferability.
−Removed: A participant may not transfer options under our 2011 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2011 Plan.
−Removed: Plan Amendment or Termination.
−Removed: Subject to any shareholders agreement, our board of directors may terminate the 2011 Plan at any time without shareholder approval.
−Removed: Our board of directors has the authority to amend our 2011 Plan,
−Removed: provided that such action is approved by our shareholders to the extent shareholder approval is necessary.
−Removed: As described above, our 2011 Plan terminated upon the effective date of our 2019 Plan.
−Removed: 2019 Employee Share Purchase Plan
−Removed: Our board of directors adopted and our shareholders approved the 2019 Employee Share Purchase Plan, or the ESPP, in April 2019.
−Removed: The ESPP became effective in connection with our initial public offering in May 2019.
−Removed: The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates.
−Removed: The ESPP is intended to qualify as an “employee stock purchase plan”
−Removed: within the meaning of Section 423 of the Code for U.S.
−Removed: In addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non‑423 component.
−Removed: In particular, where such purchase rights are granted to employees who are employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.
−Removed: Share Reserve.
−Removed: The ESPP initially authorized the issuance of 278,764 common shares of our share capital under purchase rights granted to our employees or to employees of any of our designated affiliates.
−Removed: The number of shares of our share capital reserved for issuance automatically increases on January 1 of each calendar year, beginning on January 1, 2020 through January 1, 2029, by the lesser of (1) 1% of the total number of shares of our share capital outstanding on the last day of the calendar month before the date of the automatic increase and (2) 487,837 shares;
−Removed: provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2).
−Removed: As of the date hereof, no shares of our share capital have been purchased under the ESPP.
−Removed: Administration.
−Removed: Our board of directors administers the ESPP and may delegate its authority to administer the ESPP to our compensation committee.
−Removed: The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of our share capital on specified dates during such offerings.
−Removed: Under the ESPP, we may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering.
−Removed: Each offering will have one or more purchase dates on which shares of our share capital will be purchased for employees participating in the offering.
−Removed: An offering under the ESPP may be terminated under certain circumstances.
−Removed: Payroll Deductions.
−Removed: Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings (as defined in the ESPP) for the purchase of our share capital under the ESPP.
−Removed: Unless otherwise determined by our board of directors, common shares will be purchased for the accounts of employees participating in the ESPP at a price per share that is at least the lesser of (1) 85% of the fair market value of a share of our share capital on the first date of an offering or (2) 85% of the fair market value of a share of our share capital on the date of purchase.
−Removed: Employees may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by our board of directors, including:
−Removed: (1) being customarily employed for more than 20 hours per week, (2) being customarily employed for more than five months per calendar year or (3) continuous employment with us or one of our affiliates for a period of time (not to exceed two years).
−Removed: No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our common shares based on the fair market value per share of our common shares at the beginning of an offering for each calendar year such a purchase right is outstanding.
−Removed: Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding capital shares measured by vote or value under Section 424(d) of the Code.
−Removed: Changes to Capital Structure.
−Removed: In the event that there occurs a change in our capital structure through such actions as a share split, merger, amalgamation, arrangement, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or similar transaction, the board of directors will make appropriate adjustments to:
−Removed: (1) the class(es) and maximum number of shares reserved under the ESPP, (2) the class(es) and maximum number of shares by which the share reserve may increase automatically each year, (3) the class(es) and
−Removed: number of shares subject to and purchase price applicable to outstanding offerings and purchase rights and (4) the class(es) and number of shares that are subject to purchase limits under ongoing offerings.
−Removed: Corporate Transactions.
−Removed: In the event of certain significant corporate transactions, any then‑outstanding rights to purchase our shares under the ESPP may be assumed, continued, or substituted for by any surviving or acquiring entity (or its parent company).
−Removed: If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants’
−Removed: accumulated payroll contributions will be used to purchase shares of our share capital within 10 business days before such corporate transaction, and such purchase rights will terminate immediately.
−Removed: Under the ESPP, a corporate transaction is generally the consummation of:
−Removed: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger, amalgamation, arrangement or consolidation where we do not survive the transaction and (4) a merger, amalgamation, arrangement or consolidation where we do survive the transaction but the shares of our share capital outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction.
−Removed: Amendment or Termination.
−Removed: Our board of directors has the authority to amend or terminate our ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent.
−Removed: We will obtain shareholder approval of any amendment to our ESPP as required by applicable law or listing requirements
−Removed: Non‑Employee Director Compensation
−Removed: Prior to our initial public offering in May 2019, we did not historically have a formal compensation policy with respect to service on our board of directors, but we had reimbursed our non‑employee directors for direct expenses incurred in connection with attending meetings of our board of directors or its committees, and occasionally granted share options.
−Removed: In April 2019, our board of directors approved a non‑employee director compensation policy that became effective in connection with our initial public offering in May 2019.
−Removed: Under this policy, we pay each of our non‑employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member.
−Removed: The chairperson of each committee receives a higher retainer for such service.
−Removed: These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or the applicable committee.
−Removed: No retainers were paid in respect of any period prior to the completion of our initial public offering in May 2019.
−Removed: The retainers paid to non‑employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
−Removed: Annual Service
−Removed: Annual Retainer
−Removed: Board of directors
−Removed: Audit committee
−Removed: Compensation committee
−Removed: Nominating and corporate governance committee
−Removed: In addition, under our non‑employee director compensation policy, each non‑employee director elected to our board of directors receives an option to purchase 19,000 of our common shares.
−Removed: The shares subject to each such option vest annually over a three‑year period, subject to the director’s continued service as a director.
−Removed: Further, on the date of each annual meeting of shareholders, each non‑employee director that continues to serve as a non‑employee member on our board of directors will receive an option to purchase 11,000 of our common shares.
−Removed: The shares subject to each such option will vest in full on the date that is 12 months after the grant date, subject to the director’s continued service as a director.
−Removed: The exercise price per share of these options will equal the fair market value of our common shares on the date of grant.
−Removed: This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’
−Removed: interests with those of our shareholders.
−Removed: Director Compensation Table
−Removed: The following table sets forth information regarding the compensation earned for service on our board of directors by our non‑employee directors during the year ended December 31, 2019.
−Removed: Joseph Oliveto also served on our board of directors, but did not receive any additional compensation for his service as a director and therefore is not included in the table below.
−Removed: The compensation for Joseph Oliveto as a named executive officer is set forth above under “—Summary Compensation Table.”
−Removed: Richard Pasternak
−Removed: Michael Tomsicek
−Removed: Marco Boorsma (3)
−Removed: Nilesh Kumar (4)
−Removed: (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2019 computed in accordance with ASC 718.
−Removed: Assumptions used in the calculation of these amounts are included in Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
−Removed: These amounts do not reflect the actual economic value that will be realized by our non‑employee directors upon the vesting of the share options, the exercise of the share options or the sale of the common shares underlying such share options.
−Removed: (2) The following table provides information regarding the number of common shares underlying share options granted to our non‑employee directors that were outstanding as of December 31, 2019:
−Removed: OPTION AWARDS
−Removed: OUTSTANDING AT
−Removed: YEAR‑END
−Removed: Richard Pasternak
−Removed: Michael Tomsicek
−Removed: Boorsma resigned from our board of directors, effective November 29, 2019.
−Removed: Kumar resigned from our board of directors, effective September 18, 2019.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: The following table sets forth information regarding beneficial ownership of our share capital as of December 31, 2019 by:
−Removed: each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common shares;
−Removed: each of our directors;
−Removed: each of our named executive officers;
−Removed: all of our current executive officers and directors as a group.
−Removed: The percentage ownership information is based on 24,505,748 common shares outstanding as of December 31, 2019.
−Removed: Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common shares.
−Removed: We have determined beneficial ownership in accordance with the rules of the SEC.
−Removed: These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
−Removed: In addition, the rules include common shares issuable pursuant to the exercise of options that are either immediately exercisable or exercisable within 60 days of December 31, 2019.
−Removed: These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
−Removed: Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
−Removed: Except as otherwise noted below, the address for each person or entity listed in the table is c/o Milestone Pharmaceuticals Inc., 1111 Dr.
−Removed: Frederik‑Philips Blvd., Suite 420, Montréal, Québec CA H4M 2X6.
−Removed: PERCENTAGE OF
−Removed: SHARES BENEFICIALLY
−Removed: Greater than 5% Shareholders:
−Removed: RTW Investments L.P.
−Removed: Fonds de solidarité
−Removed: des travailleurs du Québec (F.T.Q.) (2)
−Removed: Novo Holdings A/S (3)
−Removed: BDC Capital, Inc.
−Removed: and affiliates (4)
−Removed: Entities affiliated with Venrock (5)
−Removed: Domain Associates, L.L.C.
−Removed: and affiliates (6)
−Removed: Entities affiliated with Forbion (7)
−Removed: Rowe Price Associates, Inc.
−Removed: Directors and Named Executive Officers:
−Removed: Joseph Oliveto (9)
−Removed: Francis Plat (10)
−Removed: Timothy Maness (11)
−Removed: Richard Pasternak (13)
−Removed: Michael Tomsicek
−Removed: Paul Truex (14)
−Removed: All current executive officers and directors as a group (9 persons)
−Removed: * Represents beneficial ownership of less than 1%.
−Removed: (1) Based solely on a Schedule 13G as filed by RTW Investments, LP on February 14, 2020.
−Removed: Consists of (i) 2,871,793 shares held directly by RTW Master Fund, Ltd.
−Removed: and (ii) 1,086,471 shares held directly by RTW Innovation Master Fund, Ltd.
−Removed: RTW Investments, LP is the investment manager of each of these funds, and has the power to vote and the power to direct the disposition of all such common shares held by the funds.
−Removed: Roderick Wong, M.D.
−Removed: is the Managing Partner and Chief Investment Officer of RTW Investments, LP and may be deemed to beneficially own such common shares.
−Removed: The address of RTW Investments, LP and Dr.
−Removed: Wong is 412 West 15 th Street, Floor 9, New York, New York, 10011.
−Removed: (2) The address for this entity is 545 Cremazie Blvd.
−Removed: East, Suite 200, Montréal, Québec, H2M 2W4, Canada.
−Removed: (3) Based solely on a Schedule 13D/A as filed by Novo Holdings A/S on November 27, 2019.
−Removed: The board of directors of Novo Holdings A/S, or Novo, has sole investment and voting control with respect to the shares held by Novo and may exercise such control only with the support of a majority of the members of the Novo board of directors.
−Removed: No individual member of the Novo board of directors is deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo.
−Removed: The principal business address of Novo is Tuborg Havnevej 19, DK‑2900 Hellerup, Denmark.
−Removed: (4) Based solely on a Form 4 filed by BDC Capital, Inc., or BDC Capital, on May 8, 2019.
−Removed: Consists of 1,294,004 shares held by BDC Capital, and 1,094,004 shares held by GO Capital, s.e.c., a fund for which BDC Capital is the general partner and investment manager.
−Removed: BDC Capital has the power to vote and the power to direct the disposition of all such shares held by itself and Go Capital, s.e.c.
−Removed: BDC Capital’s investment in our company is managed by Amplitude Ventures Capital Management Inc., or Amplitude, of which Dion Madsen and Jean‑François Pariseau serve as partners.
−Removed: Go Capital, s.e.c.
−Removed: is managed by Dominique Bélanger, Managing Partner, Co‑Investments at BDC Capital.
−Removed: BDC Capital retains the right to approve of certain investment, voting or divestiture decisions proposed by Amplitude, such decisions being approved, depending on their quantum and potential impact, by either senior management at BDC Capital or by BDC Capital’s investment committee.
−Removed: The address for BDC Capital and its affiliates is 5 Place Ville‑Marie, Suite 400, Montréal, Québec, H3B 5E7, Canada.
−Removed: (5) Based solely on a Schedule 13G filed by Venrock Healthcare Capital Partners II, L.P.
−Removed: on February 14, 2020.
−Removed: Consists of (i) 105,720 shares owned by Venrock Healthcare Capital Partners II, L.P., (ii) 42,840 shares owned by VHCP Co‑Investment Holdings II, LLC, (iii) 1,878,682 shares owned by Venrock Healthcare Capital Partners III, L.P.
−Removed: and (iv) 187,847 shares owned by VHCP Co‑Investment Holdings III, LLC.
−Removed: VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P.
−Removed: and the manager of VHCP Co‑Investment Holdings II, LLC and may be deemed to beneficially own such common shares.
−Removed: VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co‑Investment Holdings III, LLC and may be deemed to beneficially own such common shares.
−Removed: Bong Koh and Nimish Shah are the managing members of VHCP Management III, LLC and may be deemed to beneficially own such common shares.
−Removed: The address of the Venrock entities Drs.
−Removed: Koh and Shah is 7 Bryant Park, 23rd Floor, New York, New York 10018.
−Removed: (6) Based solely on a Schedule 13G filed by Domain Partners VIII, L.P.
−Removed: on January 9, 2020.
−Removed: Represents shares held directly by Doman Partners VIII, L.P.
−Removed: (“DP VIII”).
−Removed: The principal business of DP VIII is that of a private investment partnership.
−Removed: The sole general partner of DP VIII is One Palmer Square Associates VIII, LLC, a Delaware limited liability company (“OPSA VIII”).
−Removed: The principal business of OPSA VIII is that of acting as the general partner of DP VIII.
−Removed: Blair, Brian H.
−Removed: Dovey, Brian K.
−Removed: Halak, Jesse I.
−Removed: Treu, and Nicole Vitullo are the managing members of OPSA VIII and have shared voting and dispositive power over the shares beneficially owned by DP VIII.
−Removed: Domain Associates, L.L.C.
−Removed: is (“DA”) is the Manager of DPVIII.
−Removed: Liebert is a member of our board of directors, a member of OPSA VIII and an employee of DA.
−Removed: Liebert has no voting or investment control with respect to any of the above noted holdings.
−Removed: Liebert disclaims beneficial ownership of the shares reflected above as beneficially owned by DPVIII except to the extent of her pecuniary interest therein.
−Removed: The address of Domain Associates, L.L.C.
−Removed: and affiliated entities is 202 Carnegie Center, Suite 104, Princeton, New Jersey, 08540.
−Removed: (7) Based solely on a Schedule 13G filed by Forbion Capital Fund III Cooperatief U.A.
−Removed: on February 11, 2020.
−Removed: Represents shares held by Forbion Capital Fund III Coöperatief U.A (“FCF III”).
−Removed: Forbion III Management B.V., the director of FCF III, may be deemed to have voting and dispositive power over the common shares held by FCF III.
−Removed: Investment decisions with respect to the common shares held by FCF III can be made by its investment committee which may delegate such powers to the authorized representatives of Forbion III Management B.V.
−Removed: Slootweg, van Osch, Mulder, van Houten, van Deventer, Reithinger and Boorsma (“Partners”) are partners of FCPM II Services B.V., which acts as the investment advisor to the directors of FCF III.
−Removed: Each of the Partners disclaim beneficial ownership of such common shares, except to the extent of his pecuniary interest therein.
−Removed: The address of FCF III, Forbion III Management B.V.
−Removed: and FCPM III Services B.V.
−Removed: is Gooimeer 2‑35, 1411 DC Naarden, The Netherlands.
−Removed: (8) Based solely on a Schedule 13G filed by T.
−Removed: Rowe Price Associates, Inc.
−Removed: on February 14, 2020.
−Removed: The address for this entity is 100 E.
−Removed: Pratt Street, Baltimore, MD 21202.
−Removed: (9) Includes 413,635 common shares issuable upon the exercise of options.
−Removed: (10) Includes 134,255 common shares issuable upon the exercise of options.
−Removed: (11) Consists of 23,499 common shares issuable upon the exercise of options.
−Removed: Maness resigned from his positions with us on October 31, 2019.
−Removed: (12) Consists of 1,583 common shares issuable upon the exercise of options.
−Removed: (13) Consists of 1,583 common shares issuable upon the exercise of options.
−Removed: (14) Consists of 46,260 common shares issuable upon the exercise of options.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: The following includes a summary of transactions since January 1, 2018 and any currently proposed transactions, to which we were or are to be a participant, in which (1) the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and (2) any of our directors, executive officers or holders of more than 5% of our share capital, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled “Executive Compensation.”
−Removed: We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s‑length transactions.
−Removed: Preferred Financings
−Removed: Class D Preferred Share Financing
−Removed: In October 2018, we issued an aggregate of 8,116,892 Class D preferred shares at a price per share ranging from $9.4295 to $12.2583 in a private placement to accredited investors for aggregate gross cash proceeds of $80.0 million.
−Removed: The table below sets forth the number of Class D preferred shares purchased by our executive officers, directors, holders of more than 5% of our share capital and their affiliated entities or immediate family members.
−Removed: Each Class D preferred share in the table below was converted into one common share upon the completion of the Initial Public Offering.
−Removed: AGGREGATE CASH
−Removed: PURCHASE PRICE
−Removed: Novo Holdings A/S (1)
−Removed: Entities affiliated with RTW Master Fund Ltd.
−Removed: Entities affiliated with Venrock Healthcare Capital Partners III, L.P.
−Removed: Forbion Capital Fund III Cooperatief U.A.
−Removed: Fonds de Solidarité
−Removed: des Travailleurs du Québec
−Removed: Entities affiliated with A.M.
−Removed: Pappas Life Science Ventures IV, L.P.
−Removed: Entities affiliated with BDC Capital, Inc.
−Removed: Domain Partners VIII, L.P.
−Removed: Nilesh Kumar, who was then a member of our board of directors, is a partner at Novo Ventures (US), Inc., which is wholly owned by, and provides consulting services to, Novo Holdings A/S.
−Removed: Kumar was designated to our board by Novo Holdings A/S, and he resigned from our board of directors effective September 18, 2019.
−Removed: Marco Boorsma, who was then a member of our board of directors, is a general partner at Forbion and was designated to our board by Forbion.
−Removed: Boorsma resigned from our board of directors effective November 29, 2019.
−Removed: Scott Weiner was a then member of our board of directors and a partner at A.M.
−Removed: Pappas Life Science Ventures IV, L.P.
−Removed: Weiner resigned from our board of directors effective October 15, 2018.
−Removed: Dion Madsen, who was then a member of our board of directors, is the co‑founder and partner of Amplitude.
−Removed: Investments by BDC Capital, Inc.
−Removed: are managed by Amplitude.
−Removed: Madsen resigned from our board of directors effective October 15, 2018.
−Removed: Liebert, a member of our board of directors, was a managing director at Domain Associates, LLC, the manager of Domain,until December 31, 2019, and was designated to our board by Domain.
−Removed: Initial Public Offering
−Removed: On May 13, 2019, we closed our initial public offering, pursuant to which we issued and sold 6,325,000 common shares, including full exercise of the underwriters’
−Removed: over‑allotment option to purchase an additional 825,000 shares, at a public offering price of $15.00 per share.
−Removed: The following table sets forth the aggregate cash purchase price of the common shares purchased by our directors, executive officers and 5% shareholders and their affiliates and the number of common shares issued in consideration of such amounts.
−Removed: Such purchases were made through the underwriters at the initial public offering price of $15.00 per share.
−Removed: CASH PURCHASE
−Removed: COMMON SHARES
−Removed: BDC Capital, Inc.
−Removed: and affiliates
−Removed: Fonds de solidarité
−Removed: des travailleurs du Québec (F.T.Q.)
−Removed: Novo Holdings A/S
−Removed: RTW Investments, LP
−Removed: Registration Rights Agreement
−Removed: We are party to a third amended and restated registration rights agreement, dated October 15, 2018, with certain holders of common shares issued upon conversion of preferred shares.
−Removed: This agreement provides that these holders are entitled to certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we otherwise file.
−Removed: The registration rights will terminate upon the earliest of (i) the occurrence of certain mergers or consolidations of the company, (ii) the date on which the shares that are the subject to the agreement are publicly sold, or if they may be publicly sold:
−Removed: (x) pursuant to Rule 144 of the Securities Act and (y) Section 2.5 of Regulation 45‑102 respecting Resale of Securities, as adopted by the Canadian Securities Administrators of and (iii) five years after the completion this offering.
−Removed: Option Awards
−Removed: In November 2019, our board of directors approved the issuance of option grants under our 2019 Plan to certain directors that had been serving on our board prior to our initial public offering and the implementation of our non-employee director compensation policy.
−Removed: Our board of directors approved the one-time option grants to these directors in order to compensate such directors for their service to us in connection with our initial public offering completed in May 2019.
−Removed: The following table provides information regarding the number of common shares underlying the share options issued pursuant to this one-time grant.
−Removed: Each of the option grants vests in equal monthly installments beginning on the one month anniversary of the date of the grant, over a period of three years, subject to the recipient’s continued service to us through each such vesting date.
−Removed: OPTION AWARDS
−Removed: Other Transactions
−Removed: We have entered into various employment‑related agreements with our executive officers that, among other things, provide for compensatory and certain change in control benefits.
−Removed: For a description of these agreements and arrangements, see the section titled “Executive Compensation.”
−Removed: We have also granted options to purchase shares of our common shares to our executive officers and directors.
−Removed: For a description of these options, see the section titled “Executive Compensation.”
−Removed: Indemnity Agreements
−Removed: We have entered, and intend to continue to enter, into separate indemnity agreements with each of our directors and executive officers, in addition to the indemnification provided for in our bylaws.
−Removed: These indemnity agreements provide our directors and executive officers with contractual rights to indemnification and, in some cases, expense advancement in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.
−Removed: For more information regarding these indemnity agreements, see “Management —
−Removed: Limitation on Liability and Indemnification Matters.”
−Removed: Related Party Transaction Policy
−Removed: In connection with the completion of our initial public offering in May 2019, our board of directors adopted a written related party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related party transactions.
−Removed: For purposes of this policy only, a “related person transaction”
−Removed: is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any related person are participants involving an amount that exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years.
−Removed: Transactions involving compensation for services provided to us as an employee, consultant or director are not considered related‑person transactions under this policy.
−Removed: A “related person”
−Removed: is any executive officer, director, nominee to become a director or a holder of more than 5% of our share capital, or any affiliate or member of the immediate family of the foregoing.
−Removed: Under the policy, where a transaction has been identified as a related‑person transaction, management must present information regarding the proposed related‑person transaction to our audit committee or, where review by our audit committee would be inappropriate due to a conflict of interest, to another independent body of our board of directors, for review.
−Removed: The presentation must include a description of, among other things, all of the parties, the direct and indirect interests of the related persons, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation.
−Removed: To identify related‑person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant shareholders.
−Removed: In considering related‑person transactions, our audit committee or another independent body of our board of directors takes into account the relevant available facts and circumstances including, but not limited to:
−Removed: the risks, costs and benefits to us;
−Removed: the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
−Removed: the terms of the transaction;
−Removed: the availability of other sources for comparable services or products;
−Removed: the terms available to or from, as the case may be, unrelated third parties under the same or similar circumstances.
−Removed: All of the transactions described in this section that occurred prior to the completion of our initial public offering in May 2019 were entered into prior to the adoption of this policy.
−Removed: Although prior to May 2019 we did not have a written policy for the review and approval of transactions with related persons, our board of directors had historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described above.
−Removed: Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or interest in the agreement or transaction were disclosed to our board of directors.
−Removed: Our board of directors took this information into account when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all our shareholders.
−Removed: Since the completion of our initial public offering in May 2019 and the implementation
−Removed: of our related persons transactions policy, our board of directors has complied with the provisions of this policy in analyzing such transactions.
−Removed: Director Independence
−Removed: Under The Nasdaq Stock Market LLC, or Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, independent directors must comprise a majority of our board of directors as a public company within one year of listing.
−Removed: Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director.
−Removed: Based upon information requested from and provided by each director concerning his or her background , employment and affiliations, including family relationships, our board of directors has determined that all of our directors except Joseph Oliveto do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of the Nasdaq Listing Rules.
−Removed: Our board of directors has determined that Joseph Oliveto, by virtue of his employment with us, is not independent under applicable rules and regulations of the SEC and the Nasdaq Listing Rules.
−Removed: In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: Information on the fees paid by the Company to PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm and independent registered public accounting firm for the years ended December 31, 2019 and December 31, 2018 is set forth below.
−Removed: Audit Fees (1)
−Removed: All Other Fees (2)
−Removed: “Audit Fees”
−Removed: consist of fees for the audit of our annual consolidated financial statements and the review of the interim condensed financial statements included in our quarterly reports on Form 10-Q.
−Removed: “All Other Fees”
−Removed: consist of fees for Canadian and US Tax Compliance and other tax services.
−Removed: Additonally, fees related to IPO services were incurred in 2018.
−Removed: All auditor fees must be approved by our Audit Committee and all fees described above were pre-approved by the Audit Committee .
−Removed: Pre-Approval Policies and Procedures
−Removed: Pre-Approval Policies and Procedures Our Audit Committee has adopted procedures requiring the pre-approval of all non-audit services performed by our independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence.
−Removed: These procedures generally approve the performance of specific services subject to a cost limit for all such services.
−Removed: This general approval is reviewed, and if necessary modified, at least annually.
−Removed: Management must obtain the specific prior approval of the Audit Committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services.
−Removed: The Audit Committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.
−Removed: The standard applied by the Audit Committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid therefore and other related factors are consistent with the independent registered public accounting firm’s independence under guidelines of the SEC and applicable professional standards.
−Removed: Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the role of management or in an advocacy role, whether the independent registered public accounting firm’s performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public accounting firm’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firm’s ability to exercise independent judgment in performing the audit.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
4 unchanged sentences
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and others incorporated by reference to other filings.
−Removed: (a) Exhibits.
−Removed: The exhibits listed below are filed as part of this registration statement.
−Removed: Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8‑K (File No.
+Added: Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
001-38899), filed with the SEC on May 15, 2019).
−Removed: Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8‑K (File No.
+Added: Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.
001-38899), filed with the SEC on May 15, 2019).
Form of Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
−Removed: Third Amended and Restated Registration Rights Agreement, by and among the Company and certain of its shareholders, dated October 15, 2018 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: Form of Pre-Funded Warrant to Purchase Common Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on July 23, 2020.
+Added: Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on October 26, 2020.
+Added: Third Amended and Restated Registration Rights Agreement, by and among the Company and certain of its shareholders, dated October 15, 2018 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 12, 2019).
Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
−Removed: Third Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: Third Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 12, 2019).
−Removed: Form of Award and Grant Notices under the Third Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: Form of Award and Grant Notices under the Third Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 12, 2019).
−Removed: 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S‑8 (File No.
+Added: 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 (File No.
333-231347), filed with the SEC on May 9, 2019).
Stock Option Grant Notice and Stock Option Agreement under the 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
Form of Canadian Stock Option Grant Notice and Option Agreement under the 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
Form of Canadian Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
−Removed: 2019 Employee Share Purchase Plan (incorporated herein by reference to Exhibit 4.13 to the Registrant’s Registration Statement on Form S‑8 (File No.
+Added: 2019 Employee Share Purchase Plan (incorporated herein by reference to Exhibit 4.13 to the Registrant’s Registration Statement on Form S-8 (File No.
333-231347), filed with the SEC on May 9, 2019).
1 unchanged sentence
(incorporated herein by reference to Exhibit 10.9 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
−Removed: 333‑230846), filed with the SEC on April 29, 2019).
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
+Added: 333-230846), filed with the SEC on April 29, 2019), as amended by First Amendment to Amended and Restated Employment Agreement between Joseph Oliveto and Milestone Pharmaceuticals USA, Inc.
+Added: (incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on June 8, 2020).
Employment Agreement between Amit Hasija and Milestone Pharmaceuticals USA, Inc.
−Removed: (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K (File No.
−Removed: 001‑38899), filed with the SEC on September 9, 2019).
+Added: (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on September 9, 2019), as amended by First Amendment to Employment Agreement between Amit Hasija and Milestone Pharmaceuticals USA, Inc.
+Added: (incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on June 8, 2020).
Amended and Restated Employment Agreement between Francis Plat and Milestone Pharmaceuticals Inc.
(incorporated herein by reference to Exhibit 10.11 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
+Added: 333-230846), filed with the SEC on April 29, 2019), as amended by Amending Agreement between Francis Plat and Milestone Pharmaceuticals Inc.
+Added: (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on June 8, 2020).
+Added: Securities Purchase Agreement dated July 22, 2020 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on July 23, 2020).
+Added: Open Market Sale Agreement SM , dated July 29, 2020, by and between Milestone Pharmaceuticals Inc.
+Added: and Jefferies LLC 2020 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on July 29, 2020).
+Added: Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 12, 2019).
1 unchanged sentence
(incorporated herein by reference to Exhibit 10.12 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
−Removed: 333‑230846), filed with the SEC on April 29, 2019).
−Removed: Employment Agreement between Timothy L.
−Removed: Maness and Milestone Pharmaceuticals USA, Inc.
−Removed: (incorporated herein by reference to Exhibit 10.13 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S‑1 (File No.
−Removed: 333‑230846), filed with the SEC on April 29, 2019).
−Removed: Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S‑1 (File No.
+Added: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-230846), filed with the SEC on April 29, 2019).
32 unchanged sentences
(principal financial officer and principle accounting officer)
−Removed: /s/ Paul Edick
+Added: /s/ Robert J.
Chairman of the Board
5 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.