9 unchanged sentences
On July 11, 2023, we received a standard letter from The Nasdaq Stock Market LLC stating that we were not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) because our Common Stock did not maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days.
−Removed: The notification letter has no immediate effect on the listing of our Common Stock on Nasdaq.
−Removed: The letter provides that we have an automatic period of 180 calendar days to regain compliance with Rule 5450(a)(1).
+Added: The notification letter provided an automatic period of 180 calendar days to regain compliance with Rule 5450(a)(1).
To regain compliance, the closing bid price of our Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of the 180-day period (January 8, 2024).
In the event that we do not regain compliance during the initial 180-day period, the letter provides that we may be eligible for additional time to reach compliance.
−Removed: We intend to actively monitor the bid price of our Common Stock and will consider all available options to resolve the deficiency and regain compliance with Rule 5450(a)(1).
+Added: We are actively monitoring the bid price of our Common Stock and will consider all available options to resolve the deficiency and regain compliance with Rule 5450(a)(1).
We are committed to regaining compliance prior to the expiration of applicable compliance periods.
2 unchanged sentences
A delisting also could have negative consequences under our financing agreements and could adversely affect our ability to raise capital.
+Added: There is no guarantee that a reverse stock split, if implemented, would be effective to maintain our listing on Nasdaq.
+Added: Our Board of Directors has adopted, subject to approval by our stockholders, a proposed amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split, which would combine shares of Common Stock issued and outstanding or held in treasury into a lesser number of shares of Common Stock at a ratio in the range of 1-for-2 and 1-for-30, with the exact ratio to be selected by our Board.
+Added: The primary purpose of the reverse stock split, should our Board choose to effect it, is to increase the per-share price of our Common Stock in order to meet the price criteria for continued listing on Nasdaq.
+Added: However, there is no guarantee that the closing bid price of our Common Stock would remain at or above $1.00 for 10 consecutive business days following a reverse stock split, as required to cure our current Nasdaq listing standard deficiency.
+Added: Moreover, there can be no assurance that a reverse stock split, even if effective to cure the current deficiency, would lead to a sustained increase in the trading price of our Common Stock.
+Added: The trading price of our Common Stock would continue to be affected by many factors, including our business prospects and performance, our capital structure, and general economic, market and industry conditions.
+Added: Implementing a reverse stock split would not increase the actual or intrinsic value of our business or change a stockholder's proportional ownership in the Company.
+Added: Should the overall value of our Common Stock decline after a reverse stock split, then the actual or intrinsic value of the shares of Common Stock held by our stockholders would proportionately decrease as a result of the overall decline in value.
+Added: Moreover, the liquidity of our Common Stock could be harmed by a reverse stock split given the reduced number of shares that would be outstanding after the split, particularly if the expected increase in stock price as a result of the split is not sustained.
+Added: Our Board is considering alternatives to the reverse stock split and reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to abandon the amendment to our Amended and Restated Certificate of Incorporation and the reverse stock split if, at any time prior to the filing of the amendment with the Secretary of State of Delaware, the Board determines that it is not in the best interests of the Company or our stockholders to proceed.
Our outstanding securities, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock.
−Removed: As of June 30, 2023, our Preferred Stock was convertible into an aggregate of 88,821,997 shares of Common Stock at the election of the holders.
−Removed: Furthermore, we have reserved 5,457,026 shares of Common Stock for issuance pursuant to our Series A Warrants, which are subject to adjustment upon certain issuances of capital stock.
−Removed: We have also issued 8,066,876 shares of Common Stock for distribution to the selling stockholders of Shareablee (which we acquired in December 2021), and we may elect to pay any deferred consideration due to the Shareablee sellers in 2023 and 2024 in shares of Common Stock.
+Added: As of September 30, 2023, our Preferred Stock was convertible into an aggregate of 90,556,132 shares of Common Stock at the election of the holders.
+Added: Furthermore, we have reserved 5,457,026 shares of Common Stock for issuance pursuant to our Series A Warrants, which are
+Added: subject to adjustment upon certain issuances of capital stock.
+Added: We have also issued 8,066,876 shares of Common Stock to the selling stockholders of Shareablee (which we acquired in December 2021), and we may elect to pay any deferred consideration due to the Shareablee sellers in 2023 and 2024 in shares of Common Stock.
In addition, in June 2023 our stockholders adopted an amendment to the Certificate of Designations of our Preferred Stock to permit payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof.
−Removed: As of June 30, 2023, 2,231,874 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 4,617,894 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 10,163,083 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
−Removed: Our acquired Shareablee plan expired on June 21, 2023.
−Removed: As a result, there are no shares remaining available for future equity awards under the Shareablee plan as of June 30, 2023.
+Added: As of September 30, 2023, 2,181,561 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 6,301,054 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 6,796,763 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) upon the exercise of warrants, (iii) as deferred consideration to the Shareablee sellers, (iv) pursuant to outstanding and future equity awards, or (v) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
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.