RISK FACTORS
Investing in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully
consider the risks and uncertainties described below and in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form
10-Q for the period ended June 30, 2019, together with all other information contained in this prospectus supplement, the accompanying prospectus and in our filings with the Securities and Exchange
Commission, or SEC, that we have incorporated by reference into this prospectus supplement and the accompanying prospectus. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could
suffer materially. In such event, the trading price of our common stock could decline and you might lose all or part of your investment.
Risks
Related to Our Common Stock, This Offering and Other Matters
Our executive officers, directors and principal stockholders
maintain the ability to control all matters submitted to stockholders for approval.
We believe our executive officers, directors
and stockholders which own more than 5% of our outstanding common stock, in the aggregate, beneficially own more than a majority of our capital stock. One of our directors is affiliated with a stockholder who beneficially owns more than 5% of our
outstanding common stock. If these stockholders were to act together, they would be able to control all matters submitted to our stockholders for approval, as well as our management and business affairs. For example, these persons, if they act
together, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that
other stockholders may desire or result in management of our company that other stockholders disagree with.
The trading price of
our common stock has been, and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
The stock market in general and the market for smaller pharmaceutical and biotechnology companies in particular have experienced extreme
volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and you may lose some or all of your
investment.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of
our stock, the price of our stock could decline.
The trading market for our common stock will rely, in part, on the research and
reports that industry or financial analysts publish about us or our business. There can be no assurance that existing analysts will continue to cover us or that new analysts will begin to cover us. There is also no assurance that any covering
analyst will provide favorable coverage. A lack of research coverage or adverse coverage may negatively impact the market price of our common stock. In addition, if one or more of the analysts covering our business downgrade their evaluations of our
stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.
If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment.
The price of our common stock to be sold in this offering is substantially higher than the as adjusted net tangible book value per share of our
common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our as adjusted net tangible book value per share after this offering. Based on the public offering price
of $ per share, you will experience immediate
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