RISK FACTORS
Investing in our common stock involves a high degree of risk. Our business, prospects, financial condition or operating results could be
materially adversely affected by the risks identified below, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common stock could decline due to any of these risks, and you may lose
all or part of your investment. In assessing the risks described below, you should also refer to the information contained in our Annual Report on
Form 10-K
for the year ended December 31, 2016, in
our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 and in the other documents which are incorporated by reference in this
prospectus supplement and the accompanying prospectus in their entirety.
Risks Related to this Offering
Management will have broad discretion as to the use of the net proceeds from this offering, and we may not use the proceeds effectively.
Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds
in ways that do not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our product candidates, and
cause the price of our common stock to decline.
If you purchase the common stock sold in this offering, you will experience
immediate and substantial dilution in your investment. You will experience further dilution if we issue additional equity securities in the future.
Since the price per share of our common stock being offered is substantially higher than the net tangible book value per share of our common
stock, you will suffer substantial dilution with respect to the net tangible book value of the common stock you purchase in this offering. Based on the public offering price of $13.00 per share and our net tangible book value as of
September 30, 2017, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of $7.69 per share with respect to the net tangible book value of the common stock. See Dilution for a
more detailed discussion of the dilution you will incur if you purchase common stock in this offering.
In addition, we have a significant
number of stock options and warrants outstanding. To the extent that outstanding stock options or warrants have been or may be exercised or other shares issued, investors purchasing our common stock in this offering may experience further dilution.
In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised
through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders or result in downward pressure on the price of our common stock.
There is no public market for the
pre-funded
warrants being offered in this offering.
There is no established public trading market for the
pre-funded
warrants being offered in
this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the
pre-funded
warrants on any securities exchange or nationally recognized trading system, including
the Nasdaq Capital Market. Without an active market, the liquidity of the
pre-funded
warrants will be limited.
Holders of
pre-funded
warrants purchased in this offering will have no rights as common
stockholders until such holders exercise their
pre-funded
warrants and acquire our common stock.
Until holders of
pre-funded
warrants acquire shares of our common stock upon exercise of the
pre-funded
warrants, holders of
pre-funded
warrants will have no rights with respect to the shares of our common stock underlying such
pre-funded
warrants. Upon exercise of the
pre-funded
warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which
the record date occurs after the exercise date.
S-8