TRANSACTIONS WITH RELATED PERSONS
RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES
We have a written related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval
or ratification of related-person transactions. In addition, applicable Nasdaq rules require that our Audit Committee (or another independent body of the Board) conduct an appropriate review and oversight of all related-person
transactions for potential conflict of interest situations on an ongoing basis. For purposes of our policy, a related-person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements
or relationships) in which we and any related person are, were or will be participants and in which the amount involved exceeds $10,000. Transactions involving compensation for services provided to us as an employee, director or
consultant are not covered by our policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned
or controlled by such persons.
Under the policy, if a transaction has been identified as a related-person transaction (including any
transaction that was not a related-person transaction when originally consummated or any transaction that was not initially identified as a related-person transaction prior to consummation), our management must present information regarding the
related-person transaction to our Audit Committee (or, if Audit Committee approval would be inappropriate, to another independent body of our Board) for review, consideration and approval or ratification. The presentation must include a description
of, among other things, the material facts, the interests, direct and indirect, of the related person(s), the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the
case may be, an unrelated third party or to or from employees generally. In considering related-person transactions, our Audit Committee (or other independent body of our Board) will take into account the relevant available facts and circumstances
including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a directors independence in the event
that the related person is a director, immediate family member of a director or an entity with which a director is affiliated.
The policy
requires that, in determining whether to approve a related-person transaction, our Audit Committee (or other independent body of our Board) must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with,
our best interests and those of our stockholders, as our Audit Committee (or other independent body of our Board) determines in the good faith exercise of its discretion.
CERTAIN RELATED-PERSON TRANSACTIONS AND INDEMNIFICATION
Since January 1, 2020, there has not been, nor is there currently proposed, any transaction, arrangement or relationship (or any series of
similar transactions, arrangements or relationships) in which we and any related person are, were or will be participants in which the amount involves exceeds $120,000 other than compensation arrangements described under the captions
Executive Compensation and Director Compensation, except as described below. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including
any of their immediate family members and any entity owned or controlled by such persons.
Participation in Public Offering
In January 2020, we issued and sold 16,866,667 shares of our common stock, at $3.75 per share in an underwritten public offering. The total
proceeds to us from this offering were $63.3 million before deducting estimated offering expenses payable by us. Based on information provided to us by the underwriter of the public offering, The Vanguard Group, or Vanguard, purchased 350,000
shares of our common stock in the public offering, Baker Brothers Investments, or Baker, purchased 1,100,000 shares of our common stock in the public offering, and ARK Investment Management LLC, or ARK, purchased 1,200,000 shares of our common stock
in
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