RISK FACTORS
An investment in our securities involves a high degree of risk. You should carefully consider all of the information in this prospectus supplement and the
accompanying prospectus, including the risks and uncertainties described below, and all other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before you decide whether to purchase our
securities. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks were to occur, our
business, financial condition or results of operations would likely suffer. In that event, the trading price of our common stock could decline and you could lose all or part of your investment.
Risks Related to Our Common Stock and this Offering
We
have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in
the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a
material adverse effect on our business, financial condition, operating results and cash flow, and could cause the price of our common stock to decline.
If you purchase the common stock sold in this offering, you will experience immediate and substantial dilution in your investment. You will experience
further dilution if we issue additional equity securities in future fundraising transactions.
Since the price per share of our common stock being
offered is substantially higher than the net tangible book value per share of our common stock, you will suffer substantial dilution with respect to the net tangible book value of the common stock you purchase in this offering. Based on the public
offering price of $0.60 per share and our net tangible book value as of September 30, 2018, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of $0.47 per share with respect to the net
tangible book value of the common stock. See the section entitled Dilution elsewhere in this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.
If we issue additional common stock, or securities convertible into or exchangeable or exercisable for common stock, our stockholders, including any investor
who purchases shares of common stock in this offering, could experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock.
Future sales of shares by existing stockholders could cause our stock price to decline.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the
holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.
As of November 30,
2018, we had outstanding options to purchase an aggregate of 5,509,453 shares of our common stock, of which approximately 3,091,348 were exercisable at a weighted average exercise price of $3.14 per share, and outstanding warrants to purchase an
aggregate of 1,973,000 shares of our common stock, all of which are exercisable at a weighted average exercise price of $2.47 per share. The exercise of such outstanding options and warrants will result in further dilution of your investment. If our
existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no
relationship between such sales and the performance of our business.
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