In addition, we entered into the Sales Agreement with Cowen and Company, LLC, as agent, in April
2023, under which we may issue and sell from time to time through Cowen and Company, LLC shares of our common stock, in an aggregate amount not to exceed $50.0 million, of which $48.6 remains available as of the date of this prospectus
supplement, after the expiration or waiver of the 60-day lock-up period applicable to us and described under the section of this prospectus supplement entitled
Underwriting. To the extent that we sell additional shares of our common stock pursuant to our Sales Agreement with Cowen and Company, LLC, investors purchasing shares of common stock in this offering could experience further
dilution. See Dilution for more information.
We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.
Accordingly, you must rely on capital appreciation, if any, for any return on your investment.
We have never declared nor paid cash
dividends on our capital stock. We currently plan to retain all of our future earnings, if any, to finance the operation, development and growth of our business. In addition, the terms of any debt or credit agreements may preclude us from paying
dividends. For example, the terms of our term loan facility with Oxford Finance, LLC precludes us from paying cash dividends to our stockholders without the lenders consent. As a result, capital appreciation, if any, of our common stock will
be your sole source of gain for the foreseeable future.
Sales of substantial amounts of our common stock in the public markets, or the perception that such
sale might occur, could reduce the price that our common stock might otherwise attain.
Sales of a substantial amount of shares of our common
stock in the public market, particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could cause the market price of our common stock to decline and may make it more
difficult for you to sell your common stock at a time and price that you deem appropriate.
Our executive officers, directors and certain of our
significant stockholders have entered into lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell, directly or indirectly, any shares of common stock
without the permission of Cowen and Company, LLC and Piper Sandler & Co. for a period of 60 days after the date of the pricing of the offering. We refer to such period as the lock-up period. When
the lock-up period expires, we and our executive officers, directors and stockholders who are subject to lock-up agreements will be able to sell shares in the public
market. Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could cause the market price of
our common stock to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
There is no public market
for the pre-funded warrants being offered in this offering.
There is no public trading
market for the pre-funded warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list
the pre-funded warrants on any securities exchange or nationally recognized trading system, including The Nasdaq Global Select Market. Without an active market, the liquidity of the pre-funded warrants will be limited.
Holders of
any pre-funded warrants purchased in this offering will have no rights as holders of our common stock with respect to the shares of common stock underlying such
pre-funded warrants until such holders exercise their pre-funded warrants and acquire our common stock.
Until holders of pre-funded warrants acquire shares of our common stock upon exercise of the pre-funded warrants, holders of pre-funded warrants will have no rights with respect to the shares of our common stock underlying such pre-funded warrants including with respect to dividends and voting rights. Upon exercise of the pre-funded warrants, the holders will be entitled to
exercise the rights of a holder of our common stock with respect to the shares of common stock underlying such pre-funded warrants only as to matters for which the record date occurs after the
exercise date.
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