PLAN OF DISTRIBUTION
We have entered into an equity sales agreement, dated March 15, 2018, with William Blair & Company, L.L.C., or William Blair,
under which we may issue and sell from time to time shares of our common stock having an aggregate offering price of up to $20,000,000 through William Blair as our sales agent. This summary of the material provisions of the sales agreement does not
purport to be a complete statement of its terms and conditions. This summary is qualified in its entirety by reference to the sales agreement, which has been filed with the SEC.
Upon delivery of a placement notice, and subject to our instructions in such placement notice and the terms and conditions of the sales
agreement, William Blair may sell our common stock by any method that is deemed to be an at the market offering as defined in Rule 415 under the Securities Act. We may instruct William Blair not to sell our common stock if the sales
cannot be effected at or above the price designated by us from time to time.
We will pay William Blair, in cash, upon each sale of our
common stock pursuant to the sales agreement, a commission in an amount equal to 3.0% of the aggregate gross proceeds from such sale. Because there is no minimum offering amount required as a condition to this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have agreed to reimburse up to $60,000 of William Blairs expenses, including legal fees, in connection with this offering. We estimate that the
total expenses for the offering, excluding compensation and reimbursements payable to William Blair under sales Agreement, will be approximately $280,000.
Settlement for sales of common stock will occur on the second business day that is also a trading day following the date on which any sales
are made, or on some other date that is agreed upon by us and William Blair in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement. Sales of our common stock as contemplated this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and William Blair may agree upon.
William Blair will act as sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the NYSE American. In connection with the sales of the common stock on our behalf, William Blair will be deemed to be an underwriter within the meaning of the
Securities Act, and the compensation paid to William Blair will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to William Blair against certain liabilities, including liabilities
under the Securities Act.
The offering of our common stock pursuant to the sales agreement will terminate as permitted therein. We or
William Blair may terminate the sales agreement at any time upon five days prior notice.
William Blair and its affiliates have
provided, and may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates, for which services they have received, and may in the future receive, customary fees. To the extent
required by Regulation M, William Blair will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement.
This prospectus supplement in electronic format may be made available on a website maintained by William Blair, and William Blair may
distribute this prospectus supplement electronically.
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