Shares eligible for future sale
Prior to our initial public offering, there was no public market for our common stock, and we make no prediction as to the effect, if any, that market sales of
shares of common stock or the availability of shares of common stock for sale will have on the market price of common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock in the public market, or the
perception that such sales could occur, could adversely affect the market price of common stock and could impair our future ability to raise capital through the sale of equity securities.
Sale of restricted shares
Based on the number of shares outstanding as of March 31, 2019, when this
offering is complete, we will have an aggregate of 31,774,052 shares of common stock outstanding, assuming no exercise of outstanding options or warrants and no exercise of the underwriters option to purchase additional shares.
Of the outstanding shares, all of the 3,750,000 shares sold in this offering will be freely tradable, and the 5,750,000 shares sold in our initial public offering,
as well as any shares sold in this offering upon exercise of the underwriters option to purchase additional shares, are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as
amended, or the Securities Act, unless the shares are held by any of our affiliates as such term is defined in Rule 144 of the Securities Act. All remaining shares of common stock held by existing stockholders immediately prior to the
completion of this offering will be restricted securities as such term is defined in Rule 144. These restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the
Securities Act or if they qualify for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701, which rules are summarized below.
Lock-up
agreements and obligations
We, all of our directors, officers
and all of our securityholders have entered into
lock-up
agreements that generally provide that these holders will not offer, pledge, sell, agree to sell, directly or indirectly, or otherwise dispose of any
shares of common stock or any securities convertible into or exchangeable for shares of common stock without the prior written consent of J.P. Morgan Securities LLC and Cowen and Company, LLC for a period of 90 days from the date of this
prospectus, subject to certain exceptions. These agreements, and the exceptions thereto, are described beginning on page 48 of this prospectus in the section titled Underwriting.
Rule 144
In general, under Rule 144 as currently in
effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a
sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume
limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding
period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the
lock-up
agreements described above, within any three-
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