of Common Stock that we may elect, in our sole discretion, to issue and sell to Selling Securityholder, from time to time from and after the Commencement Date (as defined below) under the
Purchase Agreement. The Registration Statement was declared effective by the SEC on April 5, 2022. We have not sold any shares of our common stock to Lincoln Park since the Commencement Date. On March 31, 2023, we filed this post-effective
amendment to the Registration Statement to convert the Registration Statement into a registration statement on Form S-3, which includes this prospectus relating to the offer and resale of up to 7,003,383
shares of our common stock by the Selling Securityholder.
From and after the initial satisfaction of the conditions to Selling
Securityholders purchase obligations set forth in the Purchase Agreement, or the Commencement, which occurred on April 27, 2022, or the Commencement Date, we have the right, but not the obligation, from time to time at our sole discretion
over the 36-month period beginning on the Commencement Date, to direct the Selling Securityholder to purchase up to a specified maximum amount of shares of Common Stock as set forth in the Purchase Agreement,
each such purchase, a Regular Purchase, by a Purchase Notice on any trading day, each, a Regular Purchase Date, so long as the closing sale price of our Common Stock on the trading day to the applicable Regular Purchase Date is not less than $1.00
(subject to adjustment as set forth in the Purchase Agreement). On any Regular Purchase Date, subject to the terms and conditions of the Purchase Agreement, we may also have the right, but not the obligation, to direct the Selling Securityholder, by
delivery to the Selling Securityholder of a Purchase Notice, each such notice, an Additional Purchase Notice, to purchase the applicable Accelerated Purchase Share Amount (as such term defined in the Purchase Agreement), each such purchase, an
Accelerated Purchase.
The maximum number of shares of Common Stock that the Selling Securityholder is obligated to purchase in a Regular
Purchase is up to 30,000 shares of our Common Stock, provided, however, that, (i) if the closing sale price of our Common Stock is not below $10.00 on the applicable Regular Purchase Date, the maximum number may be increased to up to 35,000
shares of our Common Stock, (ii) if the closing sale price of our Common Stock is not below $12.00 on the applicable purchase date, the maximum number may be increased to up to 40,000 shares of our Common Stock and (iii) the Selling
Securityholders committed obligation under any single such purchase shall not exceed $3,500,000 of shares of our Common Stock, such limits, the Regular Purchase Share Limit. In an Accelerated Purchase, we may direct the Selling Securityholder
to purchase the amount of shares of our Common Stock equal to the lesser of (a) 300% of the Regular Purchase Share Limit and (b) 30% of the total volume of shares of Common Stock traded on Nasdaq during the applicable period set forth in the
Purchase Agreement; provided, however, we and the Selling Securityholder may mutually agree to set the share purchase limit of our shares of Common Stock to an amount no greater than 500,000 shares of our Common Stock, such limits, the Accelerated
Purchase Share Amount.
The sales price of the shares of our Common Stock will be (i) in a Regular Purchase, the lower of
(a) the lowest sale price of the Common Stock on the applicable purchase date, and (b) the arithmetic average of the three lowest closing sale prices during the ten consecutive trading days ending on the trading date immediately preceding
such purchase date and (ii) in an Accelerated Purchase, ninety-six percent (96%) of the lower of (a) the closing sale price on the applicable purchase date and (b) the volume weighted average
price (as calculated pursuant to the Purchase Agreement) on the applicable purchase date.
We generally control the timing and amount of
any sales of Common Stock to Selling Securityholder. Actual sales of shares of our Common Stock to Selling Securityholder under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among
other things, market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for our business and its operations.
Under the applicable Nasdaq rules, in no event may we issue to Selling Securityholder under the Purchase Agreement more than 7,003,383 shares
of Common Stock, which number of shares is equal to 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement, or the