continue
to be subject to the volume and other restrictions of Rule 144 under the Securities
Act. BofA Securities, Inc., SVB Leerink LLC and RBC Capital Markets, LLC may, in their discretion and at any time without notice, release all or any portion of the shares subject to the lock-up. Sales of a
substantial number of such shares upon expiration of the lock-up and market stand-off agreements, the perception that such sales may occur or early release of these
agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate. See Underwriting.
Moreover, certain holders of shares of our common stock, including our 5% and Greater Stockholders (as defined herein), have rights, subject
to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
In addition, we have filed a registration statement registering under the Securities Act the shares of our common stock reserved for issuance
under our 2019 Plan, including shares issuable upon exercise of outstanding options. These shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the
lock-up agreements described above.
Further, as opportunities present themselves, we may enter
into financing or similar arrangements in the future, including the issuance of debt or equity securities. If we issue common stock or securities convertible into our common stock, our common stockholders would experience additional dilution and, as
a result, the price of our common stock may decline.
Our directors, executive officers and 5% and Greater Stockholders will continue to have
substantial control over our company after this offering, which could limit your ability to influence the outcome of matters subject to stockholder approval, including a change of control.
Our directors and executive officers, together with their affiliates, will beneficially own approximately 12,766,625 shares of our
outstanding common stock after this offering. Holders of 5% or more of our common stock will beneficially own approximately 13,201,184 shares of our outstanding common stock after this offering. After giving effect to shares that certain of our
current directors and stockholders intend to sell in this offering, our current directors, officers and stockholders who own greater than 5% of our outstanding common stock, together with their affiliates, will beneficially own, in the aggregate,
approximately 69.3% of our outstanding common stock after this offering (or approximately 67.6% of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our common stock). As a result, after
this offering, our executive officers, directors and other holders of 5% or more of our common stock, if they act, will continue to be able to influence or control matters requiring approval by our stockholders, including the election of directors
and the approval of mergers, acquisitions or other extraordinary transactions. In addition, our current directors, executive officers and other holders of 5% or more of our common stock, acting together, would continue to have the ability to control
the management and affairs of our company. They may also have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying,
preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our company and could affect the market price of our common
stock.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our stock or business, the
price of our common stock and trading volume could decline.
The trading market for our common stock depends, in part, on the
research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, demand for our common stock
could
decrease and the price of our common stock could decline. In addition, if our operating results fail to meet the
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