Other Information
−Removed: On August 5, 2024, the Board adopted and approved, effective immediately, amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company to, among other things:
−Removed: • provide new advance notice procedures and disclosure requirements for stockholder nomination of directors and stockholder submission of proposals for consideration at the Company’s annual meetings of the stockholders in accordance with the time periods set forth in the Amended and Restated Bylaws for delivery of timely notice to the Company.
−Removed: With respect to stockholder nomination of directors, the new procedures, among other things, require that a proposing stockholder’s notice include certain detailed information about the proposed nominee and
−Removed: the proposing stockholder so that the Company can determine the eligibility of such nominee to serve as an independent director of the Company and understand the independence, or lack thereof, of such nominee.
−Removed: • provide for “proxy access” which allows an Eligible Stockholder (as defined in the Amended and Restated Bylaws) to nominate and include in the Company’s annual meeting proxy materials director nominees, provided that the stockholder and nominees satisfy the requirements specified in the Amended and Restated Bylaws;
−Removed: • allow for stockholder meetings by means of remote communication;
−Removed: • make certain other administrative, modernizing, clarifying and conforming changes.
−Removed: The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
+Added: Termination of Insider Trading Arrangements
+Added: Effective as of August 27, 2024 , Jon Levine , our President and Chief Executive Officer , and Timothy Shaw , our Chief Operating Officer , terminated their respective Exchange Act Rule 10b5-1(c) trading plans (the "Trading Plans").
+Added: The Trading Plans authorized the sale of only such number of shares of the Company's common stock as were necessary to satisfy tax withholding obligations arising from the vesting of the compensatory restricted stock units awarded to Messrs.
+Added: Levine and Shaw.
3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, File No.
6 unchanged sentences
3.1.6 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (incorporated by reference to Exhibit 3.1.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021 with the SEC).
−Removed: 3.2 * Amended and Restated By-Laws, effective as of August 5, 2024.
−Removed: 4.1 * Common Stock Purchase Warrant dated May 2, 2024 issued by the Company to Change Equity Capital LLC.
−Removed: 31.1 * Rule 13a-14(a)/15d-14(a) Certification of Chief Executive and Financial Officer
−Removed: 32.1 ** Section 1350 Certification of Chief Executive and Financial Officer
+Added: 3.2 Amended and Restated By-Laws, effective as of August 5, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed on August 8, 2024 with the SEC).
+Added: 31.1 * Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
+Added: 31.2 * Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
+Added: 32.1 ** Section 1350 Certification of Chief Executive Officer
+Added: 32.2 ** Section 1350 Certification of Chief Financial Office r
101.INS XBRL * Instance Document
8 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: August 8, 2024
−Removed: President, Chief Executive Officer and Interim Chief Financial Officer
−Removed: (Principal Executive and Financial Officer)
+Added: November 7, 2024
+Added: /s/ Mario Pinho
+Added: Chief Financial Officer
+Added: (Principal Financial Officer)
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.