Annual report pursuant to Section 13 and 15(d)

Insider Trading Arrangements

v3.24.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Plans

During the fiscal quarter ended on December 31, 2023, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K, except as described in the table below:

Name and Title

Action

Action Date

Duration of Trading Arrangements(1)

Rule 10b5-1 Trading Arrangement?

(Y/N)*

Aggregate Number of Securities Subject to Trading Arrangement

Steven Nichtberger

Chief Executive Officer

Terminate(2)

November 9, 2023

January 23, 2024 – January 23, 2025

Y

Up to 350,000 shares to be sold

Steven Nichtberger

Chief Executive Officer

Adopt(2)

November 9, 2023

July 8, 2024 - July 31, 2025

Y

Up to 350,000 shares to be sold

Anup Marda

Chief Financial Officer

Terminate(3)

November 9, 2023

October 7, 2023 – October 16, 2024

Y

Up to 50,000 shares to be sold

Anup Marda

Chief Financial Officer

Adopt(3)

November 9, 2023

July 15, 2024 - July 16, 2025

Y

Up to 50,000 shares to be sold

Arun Das

Chief Business Officer

Terminate(4)

November 9, 2023

January 16, 2024 – December 31, 2024

Y

Up to 29,168 shares to be sold

Arun Das

Chief Business Officer

Adopt(4)

November 9, 2023

July 17, 2024 - July 31, 2025

Y

Up to 29,168 shares to be sold

Gwendolyn Binder

President of Science and Technology

Terminate(5)

November 9, 2023

February 20, 2024 – February 21, 2025

Y

Up to 100,756 shares to be sold

Gwendolyn Binder

President of Science and Technology

Adopt(5)

November 9, 2023

July 22, 2024 - July 23, 2025

Y

Up to 100,756 shares to be sold

 

* Denotes whether the trading plan is intended, when adopted, to satisfy the affirmative defense of Rule 10b5-1(c).

(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.

(2) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written trading arrangement adopted on August 30, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(3) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written trading arrangement adopted on June 8, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(4) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written trading arrangement adopted on September 5, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(5) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written trading arrangement adopted on August 24, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

 

Termination of 2023 At-The-Market Offering

On March 16, 2023, we entered into the 2023 Sales Agreement with the Sales Agent, pursuant to which we could, from time to time, sell shares of our common stock having an aggregate offering price of up to $100.0 million through the Sales Agent, as our agent, or the 2023 ATM Offering. In connection with the 2023 ATM Offering, we filed a prospectus, dated March 16, 2023, with the 2023 Registration Statement, or the 2023 ATM Prospectus. Between March 16, 2023 and March 21, 2024, we sold an aggregate of 5,018,969 shares of common stock pursuant to the 2023 Sales Agreement for aggregate gross proceeds of approximately $99.9 million, thereby selling the total amount available under the 2023 Sales Agreement. Pursuant to the terms of the 2023 Sales Agreement, effective March 21, 2024, or the Termination Date, we terminated the 2023 Sales Agreement, and we have discontinued all offers and sales of shares of our common stock under the 2023 Sales Agreement and the 2023 ATM Prospectus. All of the continuing obligations under the 2023 Sales Agreement will be terminated as of the Termination Date, other than those provisions which expressly survive termination as provided in the 2023 Sales Agreement. We are not subject to any termination penalties related to the termination of the 2023 Sales Agreement. A copy of the 2023 Sales Agreement was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No. 333-270599) filed with the SEC on March 16, 2023.

Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Non Rule 10b5-1 Arrangement Modified false
Rule 10b5- 1 Arrangement Modified false
Steven Nichtberger [Member]  
Trading Arrangements, by Individual  
Name Steven Nichtberger
Title Chief Executive Officer
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date November 9, 2023
Arrangement Duration 366 days
Aggregate Available 350,000
Steven Nichtberger One [Member]  
Trading Arrangements, by Individual  
Name Steven Nichtberger
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date November 9, 2023
Arrangement Duration 388 days
Aggregate Available 350,000
Anup Marda [Member]  
Trading Arrangements, by Individual  
Name Anup Marda
Title Chief Financial Officer
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date November 9, 2023
Arrangement Duration 375 days
Aggregate Available 50,000
Anup Marda One [Member]  
Trading Arrangements, by Individual  
Name Anup Marda
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date November 9, 2023
Arrangement Duration 366 days
Aggregate Available 50,000
Arun Das [Member]  
Trading Arrangements, by Individual  
Name Arun Das
Title Chief Business Officer
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date November 9, 2023
Arrangement Duration 350 days
Aggregate Available 29,168
Arun Das One [Member]  
Trading Arrangements, by Individual  
Name Arun Das
Title Chief Business Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date November 9, 2023
Arrangement Duration 379 days
Aggregate Available 29,168
Gwendolyn Binder [Member]  
Trading Arrangements, by Individual  
Name Gwendolyn Binder
Title President of Science and Technology
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date November 9, 2023
Arrangement Duration 367 days
Aggregate Available 100,756
Gwendolyn Binder One [Member]  
Trading Arrangements, by Individual  
Name Gwendolyn Binder
Title President of Science and Technology
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date November 9, 2023
Arrangement Duration 366 days
Aggregate Available 100,756