Underwriting
The Selling Stockholder is offering the shares of common stock described in this prospectus supplement through a sole underwriter, RBC Capital
Markets, LLC. We and the Selling Stockholder have entered into an underwriting agreement with the underwriter. Subject to the terms and conditions of the underwriting agreement, the Selling Stockholder has agreed to sell to the underwriter, and the
underwriter has agreed to purchase 15,099,993 shares of our common stock. The underwriter is committed to purchase all the shares of common stock offered by the Selling Stockholder if it purchases any shares.
The underwriter proposes to offer the shares of common stock from time to time for sale in one or more transactions on Nasdaq, in the
over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its
right to reject any order in whole or in part. In connection with the sale of the common stock offered hereby, the underwriter may be deemed to have received compensation in the form of underwriting discounts. The underwriter may effect such
transactions by selling common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or purchasers of common stock for whom it may act as agent or to whom
it may sell as principal. Sales of any shares made outside of the United States may be made by affiliates of the underwriter.
The
underwriter is purchasing the common stock from the Selling Stockholder at $10.84 per share, resulting in proceeds, before expenses, to the Selling Stockholder of approximately $163.7 million. We estimate that our share of the total expenses of
this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $475,000. We have also agreed to reimburse the
underwriter for certain of its expenses in an amount up to $25,000.
A prospectus supplement in electronic format may be made available on
the web sites maintained by the underwriter or selling group members, if any, participating in the offering. The underwriter may agree to allocate a number of shares to underwriter and selling group members for sale to their online brokerage account
holders. Internet distributions will be allocated by the underwriter to the underwriter and selling group members that may make Internet distributions on the same basis as other allocations.
We have agreed that we will not, subject to certain exceptions, (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 exercisable or exchangeable for any shares of our common stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter
into any swap 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 underwriter for a period ending 30 days after the date of this prospectus supplement (the
restricted period).
The restrictions described above, do not apply to (i) the issuance of shares of common stock or
securities convertible into or exercisable for shares of our common stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement
of RSUs (including net or cashless settlement), in each case outstanding on the date of the underwriting agreement and described in this prospectus supplement; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity
awards and the issuance of shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock (whether upon the exercise of stock options or otherwise) to our employees, officers, directors,
advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of this offering and described in this prospectus supplement, provided that such recipients who are executive officers and directors enter into
or are subject to a
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