The expenses of the offering, not including the underwriting discount, are estimated at
approximately $640,000 and are payable by us. We have also agreed to reimburse the underwriters for certain of their expenses, including up to an aggregate of $25,000 in connection with the clearance of this offering with the Financial Industry
Regulatory Authority, as set forth in the underwriting agreement. The underwriters have agreed to reimburse certain of our expenses incurred in connection with this offering.
Option to Purchase Additional Shares
We
have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 457,500 additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this
option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriters initial amount reflected in the above table.
No Sales of Similar Securities
We have
agreed that, during a period of 90 days from the date of the underwriting agreement, we will not, without the prior written consent of the representatives of the underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of our common stock or any securities convertible into or exercisable or
exchangeable for our common stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of our common stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of our common stock or other securities, in cash or
otherwise. The foregoing sentence will not apply to (A) the shares of common stock to be sold in this offering, (B) any shares of our common stock issued by us upon the exercise of an option or warrant or the conversion of a security
outstanding on the date of this prospectus and referred to in this prospectus, (C) any shares of our common stock issued or options to purchase our common stock granted pursuant to our existing employee benefit plans referred to in this
prospectus, (D) any shares of our common stock issued pursuant to any
non-employee
director stock plan or dividend reinvestment plan referred to in this prospectus, (E) shares of our common stock or
other securities issued by us in connection with joint ventures, commercial relationships or other strategic transactions, provided that (x) the aggregate number of securities issued pursuant to this clause (E) shall not exceed 7.5% of the
total number of outstanding shares of our common stock immediately following the issuance and sale of the shares of our common stock in this offering and (y) such securities issued pursuant to this clause (E) during the
90-day
restricted period described above shall be subject to the restrictions described in the form of
lock-up
agreement attached to the underwriting agreement for the
remainder of such restricted period and the recipient of any such securities shall enter into an agreement substantially in such form, (F) shares sold to Cellectis in connection with the vesting of equity compensation awards, or (G) the filing
by us of a registration statement on Form
S-8
covering the registration of securities issued under our existing employee benefit plans referred to in this prospectus.
In addition, Cellectis and all of our directors and executive officers, whose shares, options and RSUs represent a substantial portion of our
outstanding equity on a fully diluted basis, have agreed that, during the
90-day
restricted period described above, such holder will not, without the prior written consent of the representatives of the
underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose
of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, whether now owned or hereafter acquired by such holder or with respect to which such holder has or hereafter acquires the power
of disposition (collectively, the
lock-up
securities), or exercise any right with respect to the registration of any of the
lock-up
securities, or file or
cause to be filed any registration statement in connection therewith, under the Securities Act, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence
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