RISK FACTORS
Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties described under the heading Risk Factors contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk factors incorporated by reference
herein from our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, as well as any amendments or updates thereto reflected in
subsequent filings we make with the SEC. The risks described in these documents are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory, or other factors that could harm our future
results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial
condition, results of operations, or cash flow could be harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below titled Special
Note Regarding Forward-Looking Statements.
Risks Relating to the Offering
We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
We cannot specify with certainty the particular uses of the net proceeds we will receive from this offering. Our management will have broad
discretion in the application of the net proceeds, including for any of the purposes described in the section titled Use of Proceeds. We intend to use the net proceeds from this offering, if any, for general corporate purposes, which may
include research, development and manufacturing of our product candidates, working capital, capital expenditures, other corporate expenses, and acquisitions of, or strategic transactions in, complementary products, technologies, or businesses. Our
management may spend a portion or all of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our
business, financial condition, results of operations, and prospects. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
You may experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase in the offering.
The offering price per share in this offering may exceed the as adjusted net tangible book value per share of our common stock
outstanding as of September 30, 2023. Assuming that an aggregate of $125,000,000 of shares of our common stock are sold at a price of $5.47 per share, the last reported sale price of our common stock on The Nasdaq Global Select Market on
November 6, 2023 and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $2.81 per share, representing the difference between our as adjusted net tangible book value per
share as of September 30, 2023 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and the vesting and settlement of outstanding RSUs could result in further dilution of your
investment. See the section titled Dilution below for a more detailed illustration of the dilution you would incur if you participate in this offering.
Raising additional capital may restrict our operations or require us to relinquish rights to our technologies or product candidates, and if we sell
shares of our common stock in future financings, stockholders may experience immediate dilution and, as a result, our stock price may decline.
Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity
offerings, debt financings, partnerships and marketing, distribution, or licensing arrangements. 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. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance
of debt securities or preferred stock. 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. If we issue common stock or securities convertible into common stock, our stockholders would experience additional dilution and, as a result, our stock price may decline. Debt financing,
if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.
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