UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from to
Commission File Number:
Agenus Inc.
(exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of shares outstanding of the issuer’s Common Stock as of November 4, 2022:
Agenus Inc.
Nine Months Ended September 30, 2022
Table of Contents
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PART I |
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ITEM 1. |
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2 |
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Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 |
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3 |
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4 |
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8 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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ITEM 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. |
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ITEM 4. |
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PART II |
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ITEM 1. |
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28 |
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ITEM 1A. |
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28 |
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ITEM 6. |
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80 |
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81 |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AGENUS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
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September 30, 2022 |
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December 31, 2021 |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net of accumulated amortization and depreciation of |
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Operating lease right-of-use assets |
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Goodwill |
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Acquired intangible assets, net of accumulated amortization of $ |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Current portion, long-term debt |
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$ |
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$ |
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Current portion, liability related to sale of future royalties and milestones |
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Current portion, deferred revenue |
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Current portion, operating lease liabilities |
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Accounts payable |
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Accrued liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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— |
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Liability related to sale of future royalties and milestones, net of current portion |
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Deferred revenue, net of current portion |
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Operating lease liabilities, net of current portion |
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Contingent purchase price considerations |
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Other long-term liabilities |
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STOCKHOLDERS’ (DEFICIT) EQUITY |
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Series A-1 convertible preferred stock; |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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Total stockholders’ (deficit) equity attributable to Agenus Inc. |
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Non-controlling interest |
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Total stockholders’ (deficit) equity |
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Total liabilities and stockholders’ (deficit) equity |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
AGENUS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Amounts in thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenue: |
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Research and development |
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$ |
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$ |
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$ |
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$ |
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Royalty sales milestone |
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— |
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— |
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Service revenue |
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Other revenue |
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— |
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— |
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— |
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Non-cash royalty revenue related to the sale of future royalties |
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Total revenues |
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Operating expenses: |
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Cost of service revenue |
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Research and development |
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General and administrative |
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Contingent purchase price consideration fair value adjustment |
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Operating (loss) income |
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Other income (expense): |
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Gain on extinguishment of debt |
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— |
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— |
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Non-operating income |
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Interest expense, net |
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Net (loss) income |
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Dividends on Series A-1 convertible preferred stock |
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Less: net loss attributable to non-controlling interest |
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Net (loss) income attributable to Agenus Inc. common stockholders |
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$ |
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$ |
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$ |
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$ |
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Per common share data: |
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Basic net (loss) income attributable to Agenus Inc. common stockholders |
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$ |
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$ |
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$ |
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Diluted net (loss) income attributable to Agenus Inc. common stockholders |
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$ |
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$ |
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$ |
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Weighted average number of Agenus Inc. common shares outstanding: |
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Basic |
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Diluted |
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Other comprehensive loss: |
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Foreign currency translation loss |
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Other comprehensive loss |
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Comprehensive (loss) income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
3
AGENUS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
(Amounts in thousands)
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Series C-1 |
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Series A-1 |
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Convertible |
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Convertible |
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Preferred Stock |
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Preferred Stock |
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Common Stock |
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Treasury Stock |
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Number of |
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Amount |
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Number of |
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Par |
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Number of |
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Par |
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Additional |
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Number |
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Amount |
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Accumulated |
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Non-controlling |
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Accumulated |
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Total |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
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— |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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Shares sold at the market |
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— |
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— |
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— |
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Issuance of director deferred shares |
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Issuance of shares for services |
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Vesting of nonvested shares |
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Exercise of stock options and employee share purchases |
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— |
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— |
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— |
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Issuance of shares for employee bonus |
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