RISK FACTORS
An investment in our securities involves a high degree of risk. Before deciding whether to purchase our securities, you should carefully consider the risk
factors set forth in our Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March 5, 2021, and the other information contained in this prospectus supplement and the
accompanying prospectus, as updated by those subsequent filings with the SEC under the Exchange Act, that are incorporated herein by reference. These risks could materially affect our business, results of operations or financial condition and cause
the value of our securities to decline, in which case you may lose all or part of your investment. For more information, see Where You Can Find More Information and Incorporation of Information by Reference.
Risks related to this offering
Raising additional
capital, including as a result of this offering, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product candidates.
Until such time, if ever, as we can generate substantial revenue from the sale of our product candidates, if ever, we expect to finance our operations through
a combination of equity offerings, royalty financing, debt financings, and license and development arrangements in connection with any future collaborations. Other than our senior secured term loan credit facility with Oxford Finance LLC, we do not
have any committed external sources of funds. To the extent that we raise additional capital through the sale of equity securities, including from this offering, or convertible debt securities, your ownership interest will be diluted, and the terms
of these securities may include liquidation or other preferences that adversely affect your rights as a common shareholder. Royalty financing, if available, may only provide future payments contingent upon development, regulatory or commercial
milestones and royalty payments as a percentage of our future sales. Debt financing, if available, could result in increased fixed payment obligations and may involve agreements that include restrictive covenants, such as limitations on our ability
to incur additional debt, make capital expenditures, acquire, sell or license intellectual property rights or declare dividends, and other operating restrictions that could hurt our ability to conduct our business.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be
required to relinquish valuable rights to our research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity, royalty or debt financings or other
arrangements with third parties when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to third parties to develop and market product candidates that we would
otherwise prefer to develop and market ourselves.
You may experience immediate and substantial dilution in the net tangible book value per common
share of your investment.
The price per common share being offered may be higher than the net tangible book value per common share outstanding
prior to this offering. Assuming that an aggregate of 14,836,795 common shares are sold at a price of $3.37 per share, the last reported sale price of the common shares on the Nasdaq Global Select Market on March 4, 2021, for aggregate proceeds
of $50,000,000 in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will suffer immediate and substantial dilution of $2.31 per common share, representing the difference between the as
adjusted net tangible book value per common share as of December 31, 2020, after giving effect to this offering and the assumed offering price. For information on how the foregoing amounts were calculated, see Dilution.
As a result of the potential dilution to investors purchasing common shares in this offering, investors may receive significantly less than the purchase price
paid in this offering, if anything, in the event of our liquidation.
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