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Item 5. Market for Registrant’s Common Equity

2021-03-22 compared with 2020-03-27 · 85 added, 60 removed, 11 unchanged (93% of the section changed)

1 unchanged sentence

Market Information

Our common stock is traded on The Nasdaq

Capital Market under the symbol "SNCA."

As of February 29, 2020, our common stock

was held by approximately 218 record holders.

Because many of our shares of common stock are held by brokers and other institutions

on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these holders.

We have not paid any cash dividends to

date and have no plans to do so in the immediate future.

Additionally, we are prohibited from paying any cash dividends under the

terms of certain agreements to which we are a party.

Our common stock is traded on The Nasdaq Capital Market under the

symbol "SNCA."

As of February 28, 2021, our common stock was held by approximately

195 record holders.

Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders,

we are unable to estimate the total number of stockholders represented by these holders.

We have not paid any cash dividends to date and have no plans to

do so in the immediate future.

Additionally, we are prohibited from paying any cash dividends under the terms of certain agreements

to which we are a party.

Equity Compensation Plan Information

5 unchanged sentences

Recent Sales or Issuances of Unregistered Securities

The following information is given with

regard to unregistered securities sold during the period covered by this report.

The following

securities were issued in private offerings pursuant to the exemption from registration contained in the Securities Act and the

rules promulgated thereunder in reliance on Section 4(2) thereof, relating to offers of securities by an issuer not involving any

public offering:

• In December 2018,

as an inducement to Dr.

Carter’s employment, we granted an Inducement Option to purchase 40,000 shares of common stock at

an exercise price of $8.50 per share.

The Inducement Option has a term of ten years, and vests as follows:

10,000 on the January

1, 2019 employment start date, 10,000 over the two-year period from the employment start date and 20,000 based on the achievement

of certain performance-based milestones.

The Inducement Option also provides that if within 12 months following the employment

start date, the Company enters into a transaction to sell securities in a capital raising effort Mr.

Carter will be awarded additional

options based on his percentage ownership prior to such transaction.

As a result of the July 2019 underwritten offering of securities,

the number of shares into which Dr.

Carter’s inducement grant is exercisable into was adjusted by 116,213 to 156,213.

other terms of the inducement grant remain the same.

• In February 2019, as compensation for service on the board,

we made a conditional grant to Binxian Wei of options to purchase 5,925 shares of our common stock.

The grant was conditional upon

the Company receiving shareholder approval of such grant.

The Company obtained such approval on June 12, 2019.

The options have

a term of 10 years, vest quarterly over the grant year and have an exercise price of $8.80.

• In February 2019, as partial compensation for consulting

services, we issued to one of our consultants, stock purchase warrants to purchase 25,000 shares of common stock at an exercise

price of $6.00 per share.

25% of the warrants are exercisable on the grant date and 75% are exercisable upon completion of initial

The warrants have a five-year term commencing on January 2019.

• In June 2019, as compensation for service on the board,

we issued to a new director stock options to purchase 455 shares of common stock at an exercise price of $7.20 per share.

were issued pursuant to our 2019 Equity Incentive Plan, have a term of 10 years and vested on June 30, 2019.

• In July 2019, as compensation for service on the board,

we issued certain equity awards to members of our board pursuant to our 2019 Equity Incentive Plan.

Specifically, we issued stock

options to purchase 65,590 shares of common stock at exercise prices ranging from $5.90 to $6.00;

4,904 restricted stock units

and 15,689 shares of restricted stock.

The awards all vest quarterly over the board year and the options and restricted stock units

have a term of 10 years.

• In January 2020, as an inducement to certain existing holders

of 5,555,554 outstanding stock purchase warrants we issued replacement warrants.

The warrants will be exercisable into an aggregate

of up to 5,555,554 shares of common stock, at an exercise price of $1.23 per share, 2,777,777 of which have a term of exercise

equal to two years and 2,777,777 of which have a term of exercise equal to five years.

The following information is given with regard to unregistered securities

sold during the period covered by this report.

The following securities were issued in private

offerings pursuant to the exemption from registration contained in the Securities Act and the rules promulgated thereunder in reliance

on Section 4(2) thereof, relating to offers of securities by an issuer not involving any public offering:

January 17, 2020, we issued an aggregate 2,777,777 Series P warrants and 2,777,777 Series Q warrants.

The warrants were issued

as an inducement for holders to exercise the Company’s Series M and N warrants for cash.

As a result of the inducement,

we received gross proceeds of approximately $7,555,553, not including closing costs and placement agent fees.

The Series P Warrants

have substantially the same terms as the Series M Warrants (except for provisions customary for an unregistered warrant, including

a restricted legend) (i) a term of two (2) years from the date of issuance, and (ii) an exercise price per share of $1.23.

Series Q Warrants have substantially the same terms as the Series N Warrants (except for provisions customary for an unregistered

warrant, including a restricted legend) (i) have a term of five (5) years from the date of issuance, and (iv) an exercise price

per share of $1.23.

In connection with the transactions

we issued H.C.

Wainwright & Co., LLC a common stock purchase warrant to purchase 44,444 shares of common stock.

are substantially similar to the Series Q warrants but have an exercise price of $1.70 per share.

April 2020, in connection with Dane Saglio’s employment as Chief Financial Officer, we granted an inducement option from

the Company’s Inducement Award Stock Option Plan to purchase 70,710 shares of common stock.

The Inducement Option has an

exercise price of $0.6199 per share, a term of ten (10) years, and vests as follows:

(a) one quarter (1/4) of the options vest

on the Effective Date, and (ii) the remaining three-quarters (3/4) of the options will vest on a monthly basis over the thirty-six

(36) month period following the Effective Date.

For a period of nine (9) months, subject to adjustment upon the Company’s

issuance of common stock including by virtue of exercise, conversion or exchange of common stock equivalents, the shares underlying

the options are subject to adjustment to maintain the percentage ownership that the option grant reflects on the date of grant.

This resulted in the grant being increased to 129,745 shares of common stock through December 31, 2020.

April 2020, in connection with Matthew Kalnik, PhD’s employment as President and Chief Operating Officer, we granted an

inducement option from the Company’s Inducement Award Stock Option Plan to purchase 282,840 shares of common stock.

Inducement Option has an exercise price of $0.6199 per share, a term of ten (10) years, and vests as follows:

(it) one quarter

(1/4) of the options vest on the Effective Date, and (ii) the remaining three-quarters (3/4) of the options will vest on a monthly

basis over the thirty-six (36) month period following the Effective Date.

For a period of nine (9) months, subject to adjustment

upon the Company’s issuance of common stock including by virtue of exercise, conversion or exchange of common stock equivalents,

the shares underlying the options are subject to adjustment to maintain the percentage ownership that the option grant reflects

on the date of grant.

This resulted in the grant being increased to 518,979 shares of common stock through December 31, 2020.

April 2020, Dr.

Carter, our Executive Chairman, received a conditional option grant to purchase 471,400 shares of common stock,

subject to the receipt of shareholder approval as well as the forfeiture of all of his previously issued vested and unvested grants.

The option grant has a term of ten (10) years, and an exercise price of $0.6199.

The option vests (i) one quarter (1/4) on the

effective date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36) month period following the effective

date, provided Dr.

Carter remains a service provider to the Company over such period.

For a period of nine (9) months, subject

to adjustment upon the Company’s issuance of common stock including by virtue of exercise, conversion or exchange of common

stock equivalents, the shares underlying the options are subject to adjustment to maintain the percentage ownership that the option

grant reflects on the date of grant.

This resulted in the grant being increased to 864,785 shares of common stock through December

This grant was approved by shareholders on September 9, 2020.

April 2020, our Senior Vice President of Research and Development received a conditional option grant to purchase 94,280 shares

of common stock, subject to the receipt of shareholder approval as well as the forfeiture of all of his previously issued vested

and unvested grants.

The option grant has a term of ten (10) years, and an exercise price of $0.6199.

The option vests (i) one

quarter (1/4) on the effective date and (ii) three quarters (3/4) on a monthly basis over the thirty-six (36) month period following

the effective date, provided that such individual remains a service provider to the Company over such period.

For a period of

nine (9) months, subject to adjustment upon the Company’s issuance of common stock including by virtue of exercise, conversion

or exchange of common stock equivalents, the shares underlying the options are subject to adjustment to maintain the percentage

ownership that the option grant reflects on the date of grant.

This resulted in the grant being increased to 172,957 shares of

common stock through December 31, 2020.

This grant was approved by shareholders on September 9, 2020.

April 3, 2020, we issued an aggregate of 24,000 restricted stock units (6,000 to each of our four current directors) as partial

compensation for their service on the board of directors.

• In May 2020, in connection with the registered offering of our common stock, we issued our placement

Wainwright & Co., LLC a common stock purchase warrant to purchase 400,000 shares of common stock.

have an exercise price of $1.25 per share and a term of five (5) years from issuance.

SELECTED FINANCIAL DATA

1 unchanged sentence

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity