UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: Pursuant to that certain stock purchase agreement, dated as of December 28, 2023, by and between us and Novartis Pharma AG, or Novartis , we completed a private placement of 2,145,002 shares of common stock to Novartis at a price of $9.324 per share, for an aggregate purchase price of approximately $20.0 million.
−Removed: We issued the shares to Novartis, effective January 3, 2024, in a private placement in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, for a transaction by an issuer not involving any public offering within the meaning of Section 4(a)(2) and/or under Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.
−Removed: On March 25, 2024, we issued to an executive a non-statutory stock option to purchase an aggregate of 210,000 shares of our common stock at an exercise price of $9.26 per share.
−Removed: The option was granted outside of our 2015 Stock Option and Incentive Plan as an inducement material to the recipient’s acceptance of an offer of employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).
−Removed: We intend to file a registration statement on Form S-8 under the Securities Act to register the shares of our common stock underlying the stock option prior to the time at which the shares underlying the option become exercisable.
+Added: On April 1, 2024, we granted to an executive a restricted stock unit award settleable for an aggregate of 105,000 shares of our common stock.
+Added: This restricted stock unit award was granted outside of our 2015 Stock Option and Incentive Plan as an inducement material to such individual’s acceptance of an offer of employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).
+Added: We intend to file a registration statement on Form S-8 to register the shares of common stock underlying this award prior to the time at which the award becomes settleable.
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.