The information presented above regarding the specific experience,
qualifications, attributes and skills of each director and nominee
led our nominating and corporate governance committee and our board
of directors to conclude that he or she should serve as a director.
In addition, we believe that all of our directors and nominees
possess the attributes or characteristics described in “Corporate
Governance Matters—Director Nomination Process” that the nominating
and corporate governance committee expects of each director. There
are no family relationships among any of our directors, nominees
for director, or executive officers.
Proposal 2: Approval of an Amendment to Our Certificate of
Incorporation to Increase the Number of Authorized Shares of Common
Stock from 150,000,000 to 300,000,000
Our authorized capital stock presently consists of 150,000,000
shares of common stock, $0.001 par value per share, and 5,000,000
shares of preferred stock, $0.001 par value per share. On
March 23, 2021, our board of directors adopted, subject to
stockholder approval, a proposed amendment to our Restated
Certificate of Incorporation, as amended, in the form attached as
Annex A to this proxy statement to increase the number of
authorized shares of common stock from 150,000,000 to 300,000,000.
The number of authorized shares of preferred stock would not be
affected by the proposed amendment.
As of April 15, 2021, a total of 90,227,848 shares of common
stock were issued and outstanding and no shares were held in
treasury. In addition, as of April 15, 2021 there were:
250,000 restricted stock units outstanding and 4,912,506 shares of
common stock issuable upon the exercise of stock options under our
existing equity incentive plans;
1,117,629 and 150,000 shares of common stock reserved for future
issuance under our 2017 Stock Incentive Plan and 2017 Employee
Stock Purchase Plan, respectively, as well as any automatic
increases in the number of shares of common stock reserved under
these plans; and
12,935,323 shares of our common stock are reserved for issuance
upon exercise of outstanding warrants to purchase shares of our
common stock, at an exercise price of $2.00 per share.
Accordingly, as of April 15, 2021 out of the 150,000,000
shares of common stock presently authorized, 109,593,306 shares are
issued and outstanding or reserved for issuance and 40,406,694
shares of common stock remain available for future issuance.
If stockholders approve the proposed amendment, the first sentence
of Article Fourth of our Restated Certificate of Incorporation, as
amended, will be deleted in its entirety and replaced by the
“FOURTH: The total number of shares of all classes of stock which
the Corporation shall have the authority to issue is 305,000,000
shares, consisting of (i) 300,000,000 shares of Common Stock,
$0.001 par value per share (“Common Stock”), and (ii) 5,000,000
shares of Preferred Stock, $0.001 par value per share (“Preferred
The proposed amendment, if approved by our stockholders, would
become effective upon the filing of the amendment to our Restated
Certificate of Incorporation, as amended, with the Secretary of
State of the State of Delaware, in the form of Appendix A
hereto, or at the later time set forth in such amendment. The board
of directors reserves the right, notwithstanding stockholder
approval and without further action by stockholders, to elect not
to proceed with the proposed amendment if the board determines that
the proposed amendment is no longer in our best interests and the
best interests of our stockholders.
If our stockholders approve the proposed amendment, subject to the
discretion of the board of directors, we intend to file the
amendment to our Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware as soon as practicable
after the annual meeting.