outstanding, will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced. Our stockholders equity, in the aggregate, would remain unchanged. Immediately after the Reverse Stock Split, the
per share net income or loss and net book value of our common stock will be increased, as compared to the per share amounts absent the Reverse Stock Split, because there will be fewer shares of common stock outstanding. All historic and per share
amounts in our financial statements and related footnotes (for periods after the Reverse Stock Split and, on a pro forma basis, for periods prior to the Reverse Stock Split) will be restated to reflect the Reverse Stock Split.
Effect on Our Equity Plan
As of
March 31, 2020, the last practicable day before the printing of these proxy materials, we had 6,318,717 shares subject to stock options, 106,924 shares of unvested restricted stock, 128,785 shares for unvested restricted stock units,
984,240 shares of unvested performance-based restricted stock and 951,924 shares for unvested performance-based restricted stock units outstanding under our 2012 Plan (each as amended and otherwise adjusted to cover our common stock).
Under the 2012 Plan, the Compensation Committee is authorized to determine the appropriate adjustment to the awards outstanding under our plan
in the event of a reverse stock split. Accordingly, the Compensation Committee has provided that, if the Reverse Stock Split is effected, the number of shares available for issuance under the 2012 Plan, as well as the number of shares subject to any
outstanding award under the 2012 Plan, and the exercise price, grant price or purchase price relating to any such award under the 2012 Plan, will be equitably adjusted to reflect the Reverse Stock Split. In addition, pursuant to the authority
provided under the 2012 Plan, the Compensation Committee has authorized the Company to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Stock Split, including any applicable technical or conforming changes
to the 2012 Plan.
For illustrative purposes only, if a
1-for-3 reverse stock split is effected, the 5,324,724 shares that remain available for issuance under the 2012 Plan as of March 31, 2020, the last practicable
date before the printing of these proxy materials, are expected to be adjusted to 1,774,908 shares, subject to increase as and when outstanding awards made under the 2012 Plan expire or are forfeited or are otherwise again made available for
issuance pursuant to the terms of the 2012 Plan.
For illustrative purposes only, if a 1-for-20 reverse stock split is effected, the 5,324,724 shares that remain available for issuance under the 2012 Plan as of March 31, 2020, the last practicable date before the printing of these
proxy materials, are expected to be adjusted to 266,236 shares, subject to increase as and when outstanding awards made under the 2012 Plan expire or are forfeited or are otherwise again made available for issuance pursuant to the terms of the
2012 Plan.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board does not intend for this
transaction to be the first step in a going private transaction within the meaning of Rule 13e-3 of the Exchange Act.
Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record
If you hold registered shares of our common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock
Split shares of our common stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to post-Reverse Stock Split shares of our common stock, a transaction statement will automatically
be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold. In addition, if you are
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