Common Warrants to be Issued as Part of this Offering
The following summary of certain terms and provisions of the common warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of common warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the
terms and provisions of the form of common warrant for a complete description of the terms and conditions of the common warrants.
We are selling to investors in this offering shares of our common stock with accompanying common warrants to purchase 25,300,442 shares of our
common stock and/or pre-funded warrants with accompanying common warrants to purchase 25,300,442 shares of our common stock at a combined purchase price of $0.7905 for shares and accompanying common warrants
and $0.7904 for pre-funded warrants and accompanying common warrants.
Exercise Price and
Duration. Each common warrant will be exercisable beginning on the Initial Exercise Date, which will either be the date of closing or, as applicable (and as more fully described below and in the Form of Common Warrant which is filed
as an exhibit to the registration statement of which this prospectus forms a part), the date on which we (a) receive Stockholder Approval for a Capital Event and (b) effect such Capital Event by filing with the Secretary of State of the
State of Delaware a certificate of amendment to our amended and restated certificate of incorporation, at an exercise price of $ per share, subject to
adjustment. The common warrants will be exercisable for five years from their respective Initial Exercise Dates, but not thereafter. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment
in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.
Stockholder Approval for a Capital Event. Our authorized capital stock consists of 40,000,000 shares of our common stock, par value
$0.0001 per share. We currently have 8,171,690 shares of our common stock issued and outstanding, an additional 1,911,744 shares of our common stock reserved for future issuance under our equity-based compensation plans, including 738,064 shares of
our common stock that may be issued upon exercise of stock options outstanding pursuant to these plans and an additional 107,095 shares of our common stock reserved for future issuance upon exercise of warrants currently outstanding. As a result,
after giving effect to this offering, including the exercise of the pre-funded warrants, we may only issue shares of our common stock unless and until we receive Stockholder
Approval for a Capital Event. Consequently, of the common warrants, the Series 2 Common Warrants, will not be able to be exercised unless and until we receive such
Stockholder Approval and effect such Capital Event by filing with the Secretary of State of the State of Delaware an amendment to our amended and restated certificate of incorporation and, thus, the shares of common stock underlying such Series 2
Common Warrants are not being registered in this offering. Pursuant to the Form of Common Warrant which is filed as an exhibit to the registration statement of which this prospectus forms a part, we are obligated to seek Stockholder Approval within
of closing. If we are unable to obtain such stockholder approval, the Series 2 Common Warrants will have no value and will expire. In no event may the Series 2 Common Warrants
be net cash settled.
Exercisability. Subject to limited exceptions, a holder of common warrants will not have the
right to exercise any portion of its common warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of our common stock outstanding
immediately after giving effect to such exercise (the Beneficial Ownership Limitation); provided, however, that upon 61 days prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation,
provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
Cashless Exercise. The common warrants
contain a cashless exercise feature that allows holders to exercise the common warrants without a cash payment to the Company upon the terms set forth in the common warrants, if, at the time of exercise there is no effective registration
statement registering, or the prospectus contained therein is not available for, the issuance of the shares to the exercising common warrant holder.
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