If we issue shares of preferred stock under this prospectus, the shares will be fully paid and
non-assessable.
The issuance of preferred stock could adversely affect the voting power of holders of common stock and
reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. The issuance could have the effect of decreasing the market price of the common stock. The issuance of preferred stock also could have the
effect of delaying, deterring or preventing a change in control of us.
Registration Rights
We are party to an amended and restated investors rights agreement that provides that holders of our common stock, including certain holders of 5% of our
capital stock and entities affiliated with certain of our directors, have certain registration rights, as set forth below. The registration of shares of our common stock pursuant to the exercise of registration rights described below would enable
the holders to sell these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than the underwriting discount, of the shares registered
pursuant to the demand, piggyback and Form
S-3
registrations described below.
Generally, in an underwritten
offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. The demand, piggyback and Form
S-3
registration rights
described below will expire upon the earlier of April 20, 2020, which is five years following the completion of our initial public offering, or when all investors, considered with their affiliates, can sell all of their shares in a
90-day
period under Rule 144.
Demand Registration Rights
Upon the written request of certain of the holders of the registrable securities then outstanding that we file a registration statement under the Securities
Act covering the registration of registrable securities having an aggregate offering price to the public of not less than $5.0 million, we will be required to use our best efforts to register all or a portion of their registrable securities
that holders may request to be registered. We are not required to effect such registrations on more than two occasions.
Piggyback Registration Rights
In the event that we propose to register any of our securities under the Securities Act in a future offering, either for our own account or for the
account of other security holders, the holders of registrable securities will be entitled to certain piggyback registration rights allowing them to include their shares in such registration, subject to certain marketing and other
limitations. As a result, whenever we propose to file a registration statement under the Securities Act, including a registration statement on Form
S-3
as discussed below, other than with respect to a demand
registration or a registration statement on Forms
S-4
or
S-8
or related to stock issued upon conversion of debt securities, the holders of these shares are entitled to
notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.
In connection with the filing of the registration statement of which this prospectus forms a part, certain holders of shares of common stock were entitled to,
and the necessary percentage of holders waived, their rights to notice of such filing and to include their shares of registrable securities in the registration statement of which this prospectus forms a part.
Form
S-3
Registration Rights
The holders of registrable securities are entitled to certain Form
S-3
registration rights. Such request for
registration on Form
S-3
must cover securities the aggregate offering price of which, before payment of the underwriting discount, equals or exceeds $1.5 million.
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