The total expenses of this offering, including registration, filing and listing fees, printing fees and legal and
accounting expenses, excluding the selling stockholders expenses, will be approximately $350,000. We have agreed to reimburse the underwriters for reasonable fees and expenses of counsel related to the review by FINRA of the terms of sale of
the shares of common stock offered hereby in an amount not to exceed $20,000.
A prospectus supplement and the accompanying prospectus in electronic
format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group
members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.
We have agreed that we will not (i) offer, pledge, announce the intention to sell, 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, hedge, lend, or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any
shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap,
hedging, or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by
the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of the representatives for a period of 60 days after the date of this prospectus supplement, subject to certain
exceptions, including in connection with the entry into any at-the-market offering program (provided that no sales occur during the lock-up period) and the issuance and registration of up to 5% of the shares of common stock outstanding immediately following the closing of this offering, or entering into an agreement to issue any amount of shares
of common stock, in either case in connection with acquisitions or other similar strategic transactions.
Our directors (though not the funds with which
certain of our directors are affiliated), our executive officers and the selling stockholders, which we refer to as lock-up parties, have entered into
lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 60 days after the date of this
prospectus, may not, and may not cause or direct any of its affiliates to, without the prior written consent of the representatives, directly or indirectly (1) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or
announce the intention to otherwise dispose of, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be
deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), which we
collectively refer to as lock-up securities, or (2) enter into, or announce the intention to enter into, any swap, hedge or similar agreement or arrangement that transfers, is designed to
transfer or reasonably could be expected to transfer (whether by the transferee or someone other than the transferee) in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) engage in, or announce the intention to engage in, any short selling of any shares of our
common stock or securities convertible into or exercisable or exchangeable for our common stock.
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