15 unchanged sentences
We have never declared or paid any cash dividends on our common stock.
−Removed: In addition, our credit facility with Bank Hapoalim B.M.
−Removed: limits the amount of cash dividends we may pay while amounts under the credit facility are outstanding.
+Added: In addition, our credit facility limits the amount of cash dividends we may pay while amounts under the credit facility are outstanding.
Furthermore, we expect to retain future earnings to finance our operations and expansion.
2 unchanged sentences
2021 Equity Incentive Plan
−Removed: Our Amended and Restated 2011 Equity Incentive Plan, which we refer to as the Plan, is designed and utilized to enable the Company to offer its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company.
−Removed: The following is a description of the Plan, as amended.
−Removed: ● The Plan provides for the grant of stock options or restricted stock (any grant under the Plan, an “Award”).
+Added: Our 2021 Equity Incentive Plan, which we refer to as the 2021 Plan, is designed and utilized to enable the Company to offer its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company.
+Added: The following is a description of the 2021 Plan.
+Added: ● The 2021 Plan provides for the grant of stock options, restricted stock, restricted stock units, performance awards, or cash awards (any grant under the 2021 Plan, an “Award”).
The stock options may be incentive stock options or non-qualified stock options.
−Removed: ● A total of 13,000,000 shares of common stock are eligible for issuance under the Plan, and the maximum number of shares of common stock with respect to which incentive stock options may be granted under the Plan is 5,000,000.
+Added: ● A total of 4,000,000 shares of common stock are eligible for issuance under the 2021 Plan.
● The 2021 Plan may be administered by the Board of Directors (the “Board”) or a committee consisting of two or more members of the Board of Directors appointed by the Board (for purposes of this description, any such committee, a “Committee”).
2 unchanged sentences
● With respect to incentive stock options granted to an eligible employee owning stock possessing more than 10% of the total combined voting power of all classes of our stock or the stock of a parent or subsidiary of our Company immediately before the grant (each, a “10% Stockholder”), such incentive stock option shall not be exercisable more than 5 years from the date of grant.
−Removed: ● The exercise price of an incentive stock option will not be less than the fair market value of the shares underlying the option on the date the option is granted, provided, however, that the exercise price of an incentive stock option granted to a 10% Stockholder may not be less than 110% of such fair market value.
−Removed: ● The exercise price of a non-qualified stock option may not be less than fair market value of the shares of common stock underlying the option on the date the option is granted.
−Removed: ● Under the Plan, we may not, in the aggregate, grant incentive stock options that are first exercisable by any individual optionee during any calendar year (under all such plans of the optionee’s employer corporation and its “parent” and “subsidiary” corporations, as those terms are defined in Section 424 of the Internal Revenue Code) to the extent that the aggregate fair market value of the underlying stock (determined at the time the option is granted) exceeds $100,000.
+Added: ● The exercise price of a stock option will not be less than the fair market value of the shares underlying the option on the date the option is granted, provided, however, that the exercise price of a stock option granted to a 10% Stockholder may not be less than 110% of such fair market value.
● Restricted stock awards give the recipient the right to receive a specified number of shares of common stock, subject to such terms, conditions and restrictions as the Board or the Committee, as the case may be, deems appropriate.
Restrictions may include limitations on the right to transfer the stock until the expiration of a specified period of time and forfeiture of the stock upon the occurrence of certain events such as the termination of employment prior to expiration of a specified period of time.
+Added: ● Restricted stock unit awards will be settled in cash or shares of common stock, in an amount based on the fair market value of our common stock on the settlement date.
+Added: The RSUs will be subject to forfeiture and restrictions on transferability as set forth in the 2021 Plan and the applicable award agreement and as may be otherwise determined by the Board or the Committee.
+Added: There were no RSUs outstanding as of December 31, 2021.
● Certain Awards made under the Plan may be granted so that they qualify as “performance-based compensation” (as this term is used in Internal Revenue Code Section 162(m) and the regulations thereunder) and are exempt from the deduction limitation imposed by Code Section 162(m) (these Awards are referred to as “Performance-Based Awards”).
4 unchanged sentences
● All stock options and certain stock awards, performance awards, and stock units granted under the Plan, and the compensation attributable to such Awards, are intended to (i) qualify as performance-based awards or (ii) be otherwise exempt from the deduction limitation imposed by Internal Revenue Code Section 162(m).
−Removed: ● No options or other Awards may be granted on or after the tenth anniversary of the effective date of the Plan.
+Added: ● Cash awards may be issued under the 2021 Plan either alone or in addition to or in tandem with other Awards granted under the 2021 Plan or other payments made to a participant not under the 2021 Plan.
+Added: The Board or Committee shall determine the eligible persons to whom, and the time or times at which, cash awards will be made, the amount that is subject to the cash award, the circumstances and conditions under which such amount shall be paid, in whole or in part, the time of payment, and all other terms and conditions of the Awards.
+Added: Each cash award shall be confirmed by, and shall be subject to the terms of, an agreement executed
+Added: ● No Awards may be granted on or after the tenth anniversary of the effective date of the 2021 Plan.
From time to time, the Company issues stock-based compensation to its officers, directors, employees, and consultants.
−Removed: The maximum term of options granted is generally 10 years and generally options vest over a period of six months to four years.
+Added: The maximum term of options granted is generally five years and generally options vest over a period of six months to two years.
However, the Board may approve other vesting schedules.
Options may be exercised in whole or in part.
−Removed: The exercise price of stock options granted is generally the fair market value of the Company’s common stock as determined by the Board on the date of grant, considering factors such as the sale of stock, results of operations, and consideration of the fair value of comparable private companies in the industry.
+Added: The exercise price of stock options granted is generally the fair market value of the Company’s common stock on the date of grant.
The fair value of each stock option award is estimated using the Black-Scholes option pricing model based on certain assumptions.
The assumption for expected term is based on evaluations of expected future employee exercise behavior.
−Removed: Because of a lack of historical information, we use the simplified method to determine the expected term.
+Added: Because of a lack of historical information related to exercise activity, we use the simplified method to determine the expected term.
The risk-free interest rate is based on the U.S.
Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date.
−Removed: The historical volatility of comparable companies’ stock is used as the basis for the volatility assumption.
+Added: The historical volatility of our common stock is used as the basis for the volatility assumption.
The Company has never paid cash dividends, and does not currently intend to pay cash dividends, and thus assumes a 0% dividend yield.
16 unchanged sentences
Equity compensation Plans (1)
−Removed: (1) Pursuant to our 2011 Equity Incentive Plan.
+Added: (1) Pursuant to our 2011 and 2021 Equity Incentive Plans.
Recent Sales of Unregistered Securities
7 unchanged sentences
Plan or Program
+Added: October 1, 2021 to October 31, 2021 (i)
+Added: Total year ended December 31, 2021
March 1, 2020 to March 31, 2020 (i)
2 unchanged sentences
Total year ended December 31, 2020
−Removed: September 1, 2019 to September 30, 2019 (i)
−Removed: October 1, 2019 to October 31, 2019 (i)
−Removed: November 1, 2019 to November 30, 2019 (i)
−Removed: December 1, 2019 to December 31, 2019 (i)
−Removed: Total year ended December 31, 2019
−Removed: (i) The shares were exchanged from employees and directors in connection with the income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock.
−Removed: Selected Financial Data
−Removed: Smaller reporting companies are not required to provide the information required by this Item 6.
+Added: (i) The shares were exchanged from employees and directors in connection with the income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock or the receipt of stock awards.
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.