guidelines of the Financial Industry Regulatory Authority, Inc. (FINRA), the aggregate maximum discount, commission, agency fees or other items constituting underwriting compensation
to be received by any FINRA member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any related prospectus supplement. However, it is anticipated that the maximum commission or discount to be received
in any particular offering of securities will be less than this amount.
We have agreed to indemnify the selling stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The resale securities will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of
the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the
selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholders or
any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance
with Rule 172 under the Securities Act).
Each selling stockholder has informed the Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the shares of our common stock covered by this prospectus. Upon being notified by a selling stockholder that any material arrangement has been entered into with an agent, a
broker-dealer or underwriter for the sale of shares of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating agent, broker-dealer(s) or underwriter(s), (ii) the number of shares of common stock involved,
(iii) the price at which such shares were or will be sold, (iv) the commissions paid or to be paid or discounts or concessions allowed to such agent, broker-dealer(s) or underwriter(s), where applicable, and (v) other facts material
to the transaction including, in the case of an agented offering, whether such agent will be acting on a best efforts basis for the period of its appointment.
If the selling stockholders offer and sell our common stock through an underwriter or underwriters, we and the selling stockholders will execute an
underwriting agreement with the underwriter or underwriters. The names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and
broker-dealers, which may be in the form of discounts, concessions or commissions, if any, will be described in the applicable prospectus supplement, which, along with this prospectus, will be used by the underwriters to make resales of our common
stock. If underwriters are used in the sale of any of our common stock in connection with this prospectus, those securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters and the selling stockholders at the time of sale. Our common stock may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more underwriters. If any underwriter or underwriters are used in the sale of our common stock, unless otherwise indicated in a related prospectus supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to some conditions precedent and that with respect to a sale of our common stock the underwriters will be obligated to purchase all such securities if any are purchased.
If any underwriters are involved in the offer and sale of our common stock, they will be permitted to engage in transactions that maintain or otherwise
affect the price of the common stock or other securities of ours. These transactions may include over-allotment transactions, purchases to cover short positions created by an
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