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restrictions as applicable under Rule 144 under the Securities Act. Any or all of these shares may be released prior to expiration of the lock-up period at the discretion of the lead
underwriter for this offering. After the lock-up agreements expire, up to an additional shares of common
stock will be eligible for sale in the public market, of which shares are held
by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act, assuming an initial public offering price of
$ per share (the midpoint of the price range set forth on the cover page of this prospectus). In addition,
shares of common stock that are either subject to outstanding
options or reserved for future issuance under our employee benefit plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the
lock-up agreements and Rule 144 and Rule 701 under the Securities Act. To the extent these shares are sold, or if it is perceived that they will be sold, into the market, the market
price of our common stock could decline. For a further description of the dilution that you will experience immediately after this offering, see the section entitled "Share Eligible for Future Sale."
Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of
the percentage ownership of our stockholders and could cause our stock price to fall.
We expect that significant additional capital will be needed in the future to continue our planned operations, including conducting
clinical trials, commercialization efforts, expanded research and development activities and costs associated with operating a public company. To raise capital, we may sell common stock, convertible
securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities
in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain
rights, preferences and privileges senior to the holders of our common stock, including shares of common stock sold in this offering.
You will experience immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering.
If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution, as the initial
public offering price of our common stock will be substantially greater than the net tangible book value per share of our common stock. Based on an initial offering price of $ per
share, which is the midpoint of the range on the cover page of this prospectus, if you purchase our common stock in this offering, you will suffer immediate and substantial dilution of approximately
$ per share. Further, investors purchasing common stock in this offering will contribute approximately % of the total amount
invested by stockholders since our inception,
but will own only approximately % of the shares of common stock outstanding after giving
effect to this offering. If the underwriters exercise their over-allotment option, or if outstanding options and warrants to purchase our common stock are exercised, you will experience additional
dilution. For a further description of the dilution that you will experience immediately after this offering, see the section entitled "Dilution."
We have broad discretion in the use of net proceeds from this offering and may not use them effectively.
We currently intend to use the net proceeds from this offering to fund the continued development of PRT-201 and for working capital and
other general corporate purposes, including funding the costs of operating a public company. We may also use the proceeds to acquire and develop other products, including other drugs and biologics.
For a further description of our use of proceeds from this offering, see the section entitled "Use of Proceeds." Any remaining amounts will be used for general corporate purposes, general and
administrative expenses, capital expenditures, working capital and prosecution and maintenance of our intellectual property. Although we currently intend to use the net proceeds from this offering in
such a manner, we will have broad discretion in the application of the net proceeds. Our failure