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Not applicable.
+Added: Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2023 Proxy Statement, no later than 120 days after the end of our fiscal year, and certain information included therein is incorporated herein by reference.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.
−Removed: As part of our system of corporate governance, our board of directors has adopted a code of business conduct and ethics.
−Removed: 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.
−Removed: Our code of business conduct and ethics is available on our website at www.milestonepharma.com.
−Removed: 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.
+Added: The information required by this item is incorporated by reference to the information set forth in the sections titled “Proposal No.
+Added: Election of Directors,” “Proposal No.
+Added: Election of Directors─Information Regarding the Board and Corporate Governance,” “Executive Officers,” and “Delinquent Section 16(a) Reports,” if applicable, in our 2023 Proxy Statement.
+Added: Information regarding our Code of Business Conduct and Ethics, or the Code of Conduct, required by this item will be contained in our 2023 Proxy Statement under the caption “ Proposal No.
+Added: Election of Directors─ Information Regarding the Board of Directors and Corporate Governance─Code of Business Conduct and Ethics,” and is hereby incorporated by reference.
+Added: If we make any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on its website.
+Added: The full text of our Code of Conduct is available at the investors section of our website at www.milestonepharma.com.
+Added: The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.
EXECUTIVE COMPENSATION .
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.
+Added: The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” in our 2023 Proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.
+Added: The information required by this item is incorporated by reference to the information set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management” in our 2023 Proxy.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.
+Added: The information required by this item is incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Transactions” and “ Proposal No.
+Added: Election of Directors─ Information Regarding the Board of Directors and Corporate Governance─Director Independence” in our 2023 Proxy.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
−Removed: The information required by this item is incorporated by reference to our Proxy Statement for our 2022 Annual General Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021.
+Added: The information required by this item is incorporated by reference to the information set forth in the section titled “ Proposal No.
+Added: Appointment of Auditor─ Auditor Fees” in our 2023 Proxy.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
+Added: 2021 Inducement Plan, approved by the Board of the Company on November 10, 2021 (incorporated herein by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-8 (File No.
+Added: 333-263807), filed with the SEC on March 24, 2022).
+Added: Form of Exchange 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 March 27, 2023).
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.
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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.
−Removed: 333-231347), filed with the SEC on May 9, 2019).
+Added: Amended 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38899), filed with the SEC on November 10, 2022).
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.
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001-38899), filed with the SEC on August 11, 2021.
+Added: Consulting Agreement, between the Company and Francis Plat.
+Added: Non-Employee Director Compensation Policy, as amended.
+Added: Exchange Agreement, dated as of March 22, 2023, by and among the Company and certain investors party thereto (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 March 27, 2023).
Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.