We may terminate the Sales Agreement at any
time or it will terminate once proceeds of $40 million have been raised. For the six months ended June 30, 2017, we sold 896,811
shares of common stock under our At-The-Market, or ATM, program for aggregate gross proceeds of $1.3 million. Whether we choose
to affect future sales under our ATM program will depend upon a variety of factors, including, among others, market conditions
and the trading price of our Common Stock relative to other sources of capital. The issuance from time to time of these new shares
of Common Stock through our ATM program or in any other equity offering, or the perception that such sales may occur, could have
the effect of depressing the market price of our Common Stock.
Our issuance of Common Stock under our “At-The-Market”
offering program may be dilutive, and there may be future dilution of our Common Stock.
After giving effect to the issuance of Common
Stock under our ATM offering program and the receipt of the expected net proceeds and the use of those proceeds, there may be a
dilutive effect on our estimated earnings per share and funds from operations per share in years during which an offering is ongoing.
The actual amount of potential dilution cannot be determined at this time and will be based on numerous factors. Additionally,
we are not restricted by our organizational documents, contractual arrangements or otherwise from issuing additional Common Stock
or preferred stock, including any securities that are convertible into or exchangeable or exercisable for, or that represent the
right to receive, Common Stock or preferred stock or any substantially similar securities in the future. The market price of our
Common Stock could decline as a result of issuances of a large number of shares of our Common Stock after this offering or the
perception that such issuances could occur.
Our management will have broad discretion with respect to
the use of the proceeds resulting from the issuance of Common Stock under our “At-The-Market” offering program.
Our management has significant flexibility in
applying the net proceeds we expect to receive from the issuance of Common Stock under our ATM program. We intend to use the net
proceeds from this offering for general corporate purposes, which may include repaying debt. However, because the net proceeds
are not required to be allocated to any specific investment or transaction, investors cannot determine at the time of issuance
the value or propriety of our application of the net proceeds, and investors may not agree with our decisions. In addition, our
use of the net proceeds from the offering may not yield a significant return or any return at all. The failure by our management
to apply these funds effectively could have an adverse effect on our financial condition, results of operations or the trading
price of our Common Stock.
The resale of the shares of Common Stock issuable upon
the conversion of our Series A Convertible Preferred Stock could adversely affect the prevailing market price of our Common Stock
and cause stockholders to experience dilution.
On August 2, 2017, we issued and sold 22,000
shares of our Series A Convertible Preferred Stock, par value $0.001 per share, for a purchase price of $1,000 per share, or an
aggregate purchase price of $22.0 million. Each share of Series A Convertible Preferred Stock is convertible into approximately
1,005 shares of our Common Stock at a conversion price of $0.9949 per share, provided that any conversion of Series A Convertible Preferred Stock by
a holder into shares of Common Stock is prohibited if, as a result of such conversion, the holder, together with its affiliates
and any other person or entity whose beneficial ownership of our Common Stock would be aggregated with such holder’s for
purposes of Section 13(d) of the Exchange Act, would beneficially own more than 9.985% of the total number of shares of our Common
Stock issued and outstanding after giving effect to such conversion (the “Blocker”). Upon the effectiveness of
the registration statement that we filed with the SEC for the resale by holders of our Series A Preferred Convertible Stock, as
selling stockholders, of the aggregate 22,112,775 shares of Common Stock that are issuable upon conversion of the Series A Convertible
Preferred Stock, the outstanding shares of Series A Convertible Preferred Stock may, at each holder’s election, be converted
into our Common Stock, subject to the Blocker. Although we cannot predict if and when the holders of Series A Convertible Preferred
Stock may sell such shares in the public market, any converted shares of Common Stock will be available for immediate resale and
be able to be freely sold in the open market. The conversion of shares of Series A Convertible Preferred Stock into shares of Common
Stock will result in substantial dilution to holders of our Common Stock. Further, the sale of a significant amount of these shares
of Common Stock in the open market or the perception that these sales may occur could adversely affect prevailing market prices
of our Common Stock, including causing the market price of our Common Stock to decline or become highly volatile.
Raising additional funds through debt or equity financing
could be dilutive and may cause the market price of our Common Stock to 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 and debt financings,
and potentially through strategic partnerships with third parties. To the extent that additional capital is raised through the
sale of equity or convertible debt securities, the issuance of those securities could result in substantial dilution for our current
stockholders and the terms may include liquidation or other preferences that adversely affect the rights of our current stockholders.
Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause
the market price of our Common Stock to decline and existing stockholders may not agree with our financing plans or the terms of
such financings. Moreover, the incurrence of debt financing could result in a substantial portion of our operating cash flow being
dedicated to the payment of principal and interest on such indebtedness and could impose restrictions on our operations, such as
limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property
rights and other operating restrictions that could adversely impact our ability to conduct our business. Additional funding may
not be available to us on acceptable terms, or at all.