Our stock price is volatile, and purchasers of our common stock could incur substantial losses.
Our stock price has been, and is likely to continue to be, volatile. The market price of our common stock could fluctuate
significantly for many reasons, including in response to the risks described in this Risk Factors section, or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements
by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. Over the period of the past 52 weeks, our common stock has traded as high as $31.32
per share and as low as $17.02 per share. The market price of our common stock may be influenced by many factors, including, among others:
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competitive products or technologies reaching the market before we do; |
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results of clinical and preclinical trials of our product candidates; |
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announcements of acquisitions, financings or other transactions by us; |
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litigation or legal proceedings; |
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termination or delay of a development program; |
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the recruitment or departure of key personnel; |
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variations in our product revenue and profitability; and |
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the other risk factors described herein and in the documents incorporated herein by reference.
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If you purchase our common stock in this offering, you may incur immediate and substantial dilution in the book value of your
shares.
The shares sold in this offering, if any, will be sold from time to time at various prices.
However, the expected offering price of our common stock may be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you may pay a price per
share that exceeds our as adjusted net tangible book value per share of common stock. Assuming that an aggregate of 8,474,576 shares of our common stock are sold at a price of $17.70 per share, which was the last reported sale price of our common
stock on the Nasdaq Global Select Market on August 31, 2023, for aggregate gross proceeds of $150,000,000, and after deducting commissions and estimated offering expenses payable by us, you would experience immediate dilution of approximately
$7.13 per share, representing the difference between our as adjusted net tangible book value per share as of June 30, 2023 after giving effect to this offering and the assumed offering price. To the extent outstanding options are exercised, you
will experience further dilution. See the section titled Dilution below for a more detailed illustration of the dilution you would incur if you participate in this offering.
Future sales of our common stock or other securities convertible into our common stock, or the perception that such sales or issuances could occur,
could cause the market value of our common stock to decline and could result in dilution of your shares.
Our board of directors is
authorized, without stockholder approval, to cause us to issue additional shares of our common stock or to raise capital through the issuance of preferred stock or the sale of debt securities that are convertible into common stock, options, warrants
and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Sales of substantial amounts of our common stock or the issuance of preferred stock, options, restricted stock units, performance stock
units, warrants and other rights, or the perception that such sales or issuances could occur, could cause the market price of our common stock to decrease significantly. As of August 30, 2023, we had 43,961,090 shares of common stock issued and
outstanding. We cannot predict the effect, if any, of future sales of our common stock, including shares issued pursuant to this offering, or any preferred stock, convertible debt securities, options, restricted stock units, performance stock units,
warrants or other rights or the availability of our common stock for future sales on the value of our common stock shares.
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