Underwritten Public Offering and the Selling Stockholders
On June 28, 2018, we closed an underwritten public offering for the sale of 11,688,000 shares of its common stock, and subsequently on July 2, 2018,
we closed on the sale of an additional 1,720,200 shares of its common stock, pursuant to the underwriters partial exercise of their option to purchase additional shares of common stock (the 2018 Offering). This prospectus relates
to the sale or other disposition by the selling stockholders named in this prospectus, from time to time, after we announce top line data for our TIME-2b clinical trial of up to 2,973,682 shares of our common stock, in one or more transactions,
subject to market conditions and prices, liquidity objectives and other investment considerations. These shares were issued to the selling stockholders named in this prospectus through the 2018 Offering, or otherwise purchased by the selling
stockholders in one or more open market transactions. Registration of the shares of Common Stock covered by this prospectus does not necessarily mean that all or any portion of such shares will be offered for sale by the selling stockholders.
Implications of Being an Emerging Growth Company
We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging
growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley
Act of 2002, or Sarbanes-Oxley Act;
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and
registration statements; and
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.
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We may take advantage of these provisions for up to five years after
the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act, which was our registration statement on Form
S-1
that we filed in April 2017. However,
if certain events occur prior to the end of such five year period, including if we become a large accelerated filer, our annual gross revenues exceed $1.07 billion or we issue more than $1 billion of
non-convertible
debt in any three year period, we would cease to be an emerging growth company prior to the end of such five year period.
We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of certain of the reduced disclosure obligations
regarding executive compensation in this registration statement and may elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from
other public reporting companies in which you hold equity interests.
Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this extended transition period for complying with new or revised accounting standards and, therefore,
we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
We are also a
smaller reporting company as defined in Rule
12b-2
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure
available to smaller reporting companies.
Our Corporate Information
Our corporate headquarters are located at 9987 Carver Road, Cincinnati, Ohio 45242, and our telephone number is (513)
985-1920.
We maintain a website at www.aerpio.com, to which we regularly post copies of our press
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