RISK FACTORS
Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should consider carefully the risks described
below, together with the other information contained in this prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein, including the risks and uncertainties discussed under Risk Factors in our
Quarterly Report on Form 10-Q for the three months ended June 30, 2020, which are incorporated by reference into this prospectus supplement. If any of the risks incorporated by reference or set forth
below occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of
your investment.
Risks Related to this Offering
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
The public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock before giving effect to
this offering. Accordingly, if you purchase our common stock in this offering, you will incur immediate substantial dilution of approximately $ per share,
representing the difference between the public offering price and our as adjusted net tangible book value as of June 30, 2020. Furthermore, if outstanding options are exercised or outstanding restricted stock units vest, you could experience
further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled Dilution.
A substantial number of shares of common stock may be sold in the market following this offering, which may depress the market price for our common
stock.
Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of
our common stock to decline. A substantial number of the outstanding shares of our common stock are, and the shares of common stock sold in this offering upon issuance will be, freely tradable without restriction or further registration under the
Securities Act of 1933, as amended.
We have broad discretion to determine how to use the funds raised in this offering, and may use them in ways
that may not enhance our operating results or the price of our common stock.
Our management will have broad discretion over the use of proceeds
from this offering, and we could spend the proceeds from this offering in ways our stockholders may not agree with or that do not yield a favorable return, if at all. We intend to use the net proceeds of this offering to advance the development of
our product candidates, for commercialization and manufacturing activities and for other general corporate and working capital purposes. Our use of these proceeds may differ substantially from our current plans. If we do not invest or apply the
proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline.
Our ability to use our net operating loss carryforwards and research and development credits to offset future taxable income may be subject to certain
limitations.
As of December 31, 2019, we had net operating loss carryforwards, or NOLs, of $266.5 million for federal income tax
purposes and $265.7 million for state income tax purposes, which may be available to offset our future taxable income, if any. Our federal and state NOLs begin to expire in various amounts in 2035, provided that federal NOLs generated after
December 31, 2017 will not be subject to expiration. As of December 31, 2019, we also had federal and state research and development and other tax credit carryforwards of
S-4