Item 5. Other Information
2K characters. Original on sec.gov · Markdown
Item 5. Other Information
Rule 10b5-1 Trading Plans
On June 9, 2023, William Neukom, one of our directors, entered into a pre-arranged written stock purchase plan in accordance with Rule 10b5-1 (the “Rule 10b5-1 Plan”) under the Exchange Act for the purchase of shares of our common stock.
The Rule 10b5-1 Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Neukom’s Rule 10b5-1 Plan provides for the potential purchase of up to $35,000 worth of shares per purchase period of our common stock at its market price on six specific dates as specified in the Rule 10b5-1 Plan between September 8, 2023 and December 7, 2024.
The Rule 10b5-1 Plan includes a representation from Mr. Neukom to the broker administering the plan that he was not in possession of any material nonpublic information regarding us or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of the Rule 10b5-1 Plan under our insider trading policy. Those representations were made as of the date of adoption of the Rule 10b5-1 Plan, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Neukom was unaware, or with respect to any material nonpublic information acquired by Mr. Neukom or us after the date of the representation.
Once executed, transactions under the Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Neukom or our other officers or directors.
Previous: Item 1A. Risk Factors · Next: Item 6. Exhibits