14 unchanged sentences
Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
−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 smaller reporting companies.
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as a non-accelerated filer.
Inherent Limitations of Internal Controls
12 unchanged sentences
Rule 10b5-1 Trading Arrangements
−Removed: During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
−Removed: Type of Trading Arrangement
−Removed: Name and Position
−Removed: Rule 10b5-1**
−Removed: Total Shares to be Sold
−Removed: Expiration Date
−Removed: Lorenz Muller , Chief Commercial Officer
−Removed: Termination 1
−Removed: January 10, 2024
−Removed: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
−Removed: 1 Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on October 12, 2023 .
+Added: None of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule-10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended December 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
5 unchanged sentences
Election of Directors─Information Regarding the Board and Corporate Governance,” “Executive Officers,” and “Delinquent Section 16(a) Reports,” if applicable, in our 2025 Proxy Statement.
+Added: Such information to be included in our 2025 Proxy Statement is incorporated herein by reference.
+Added: The information required by Item 408(b) of Regulation S-K will be set forth in the section titled “Insider Trading Arrangements and Policies” in our 2025 Proxy Statement and is incorporated by reference herein.
Information regarding our Code of Business Conduct and Ethics, or the Code of Conduct, required by this item will be contained in our 2025 Proxy Statement under the caption “ Proposal No.
Election of Directors─ Information Regarding the Board of Directors and Corporate Governance─Code of Business Conduct and Ethics,” and is hereby incorporated by reference.
−Removed: 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: We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.
The full text of our Code of Conduct is available at the investors section of our website at www.milestonepharma.com.
1 unchanged sentence
EXECUTIVE COMPENSATION .
−Removed: The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” in our 2024 Proxy Statement.
+Added: The information required by this item is incorporated by reference to the information set forth in the section titled “Executive Compensation” in our 2025 Proxy Statement and is incorporated by reference herein, provided that the information required by Item 402(x) of Regulation S-K shall be set forth in the section titled "Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information" in our 2025 Proxy Statement and is incorporated by reference herein.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
23 unchanged sentences
001-38899), filed with the SEC on October 26, 2020.
−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.
−Removed: 333-230846), filed with the SEC on April 12, 2019).
−Removed: Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K
+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.
001-38899), filed with the SEC on March 4, 2024).
+Added: Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
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.
56 unchanged sentences
001-38899), filed with the SEC on August 11, 2021.
−Removed: Consulting Agreement, between the Company and Francis Plat (incorporated herein by reference to
−Removed: Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-38899), filed with the SEC
−Removed: on March 29, 2023).
+Added: Consulting Agreement, between the Company and Francis Plat (incorporated herein by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38899), filed with the SEC on March 29, 2023).
Non-Employee Director Compensation Policy, as amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
8 unchanged sentences
001-38899), filed with the SEC on November 13, 2023).
+Added: Cooperation Agreement, dated as of July 14, 2024, by and between the Company and Alta Fundamental Advisers Master L.P.
+Added: (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38899), filed with the SEC on July 15, 2024).
+Added: Insider Trading Policy.
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
4 unchanged sentences
Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002
−Removed: Incentive Compensation Recoupment Policy.
+Added: Incentive Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-38899), filed with the SEC on March 21, 2024).
Inline XBRL Instance Document
21 unchanged sentences
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Oliveto and Amit Hasija, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the 21 st of March 2024.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the 13 th of March 2025.
/s/ Joseph Oliveto
9 unchanged sentences
/s/ Lisa Giles
−Removed: /s/ Richard Pasternak
−Removed: Richard Pasternak
/s/ Michael Tomsicek
Michael Tomsicek
+Added: /s/ Andrew Saik
+Added: /s/ Stuart Duty
+Added: /s/ Joseph Papa
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.