If a significant portion of our total outstanding shares are sold into the market, the market price of
our common stock could drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our common stock in the
public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
We currently have on file with the Securities and Exchange Commission (SEC) a universal shelf registration statement on Form
S-3 which allows us to offer and sell up to $400.0 million of a variety of securities, including common stock, preferred stock, debt securities, depositary shares, subscription rights, warrants or units
from time to time pursuant to one or more offerings at prices and terms to be determined at the time of sale. In March 2022 and May 2023, we entered into Sales Agreements with Cowen and Company, LLC, an affiliate of TD Securities (USA) LLC, as sales
agent, pursuant to which, from time to time, we may offer and sell shares of our common stock with an aggregate offering price of up to $75.0 million and $150.0 million, respectively, under at-the-market offering programs. As of the date of this prospectus supplement, we have common stock that we may issue and sell for gross proceeds of up to $6.3 million and
$150.0 million, respectively, that remain available under our at-the-market offering programs.
Sales of substantial amounts of shares of our common stock or other securities by our stockholders, by Cowen and Company, LLC, an affiliate of TD Securities
(USA) LLC pursuant to the Sale Agreements, under our universal shelf registration statement or otherwise could also dilute our stockholders.
You
may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional
shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price
per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell
additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
There is no public market for the pre-funded warrants being offered by us in this offering.
There is no established 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 other nationally recognized trading system, including The Nasdaq Global Select
Market. Without an active trading market, the liquidity of the pre-funded warrants will be limited.
Except
for the right to participate in certain dividends and distributions, holders of pre-funded warrants purchased in this offering will have no rights as common stockholders 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 such warrants, except for the right to participate in certain dividends and distributions, such holders will have no rights with respect
to the shares of our common stock underlying such warrants. Upon exercise of the pre-funded warrants, the holders thereof will be entitled to exercise the rights of common stockholders only as to matters for
which the record date occurs after the exercise date.
We will not receive any additional funds upon the exercise of the pre-funded warrants.
Each pre-funded warrant will be exercisable from
the date of issuance until fully exercised and may be exercised solely by means of a cashless exercise, meaning that the holder will not pay a cash purchase price upon exercise,
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