Table of Contents
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our common stock. Future sales of our common stock, including shares issued
upon the exercise of outstanding options or warrants, in the public market after this offering, or the perception that those sales may occur, could cause the prevailing market price for our common
stock to fall or impair our ability to raise equity capital in the future. As described below, only a limited number of shares of our common stock will be available for sale in the public market for a
period of several months after completion of this offering due to contractual and legal restrictions on resale described below. Future sales of our common stock in the public market either before (to
the extent permitted) or after restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our common stock at such time and our ability to
raise equity capital at a time and price we deem appropriate.
Sale of Restricted Shares
As of August 31, 2014, based on the number of shares of our common stock then outstanding, upon the closing of this offering and
assuming (1) the conversion of our outstanding preferred stock into common stock, (2) no exercise of the underwriters' option to purchase additional shares of common stock, and
(3) no exercise of outstanding options or warrants, we would have had outstanding an aggregate of approximately 138,752,300 shares of common stock. Of these shares, all of the
shares of common stock to be sold in this offering, and any shares sold upon exercise of the underwriters'
option to purchase additional shares will be freely tradable in the public
market without restriction or further registration under the Securities Act, unless the shares are held by any of our "affiliates" as such term is defined in Rule 144 of the Securities Act. All
remaining shares of common stock held by existing stockholders immediately prior to the completion of this offering will be "restricted securities" as such term is defined in Rule 144. These
restricted securities were issued and sold by us, or will be issued and sold by us, in private transactions and are eligible for public sale only if registered under the Securities Act or if they
qualify for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701, which rules are summarized below.
a result of the lock-up agreements referred to below and the provisions of Rule 144 and Rule 701 under the Securities Act, the shares of our common stock (excluding the
shares sold in this offering) that will be available for sale in the public market are as follows:
Approximate Number of Shares
||First Date Available for Sale into Public Market
||180 days after the date of this prospectus upon expiration of the lock up agreements referred to below, subject in some cases to applicable volume limitations under Rule 144.
In connection with this offering, we, our directors, our officers and stockholders beneficially owning approximately % of
our shares of common stock outstanding as of June 30, 2014 (assuming conversion of all of our outstanding shares of preferred stock and warrants), have agreed with the underwriters not to
dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of the lock-up agreement continuing through
the date 180 days after the date of this prospectus, except with the prior written consent of and , the
representatives of the underwriters. The representatives
of the underwriters have advised us that they have no current intent or arrangement to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period.