PROPOSAL 1
APPROVAL OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK PROPOSAL
General
The Board has approved an amendment to our Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares
of common stock from 200,000,000 to 400,000,000 (the Authorized Shares Amendment). The Authorized Shares Amendment will not change the number of authorized shares of preferred stock, which currently consists of 10,000,000 shares of
preferred stock.
Of the 200,000,000 shares of common stock that are currently authorized, as of September 18, 2023, 186,960,193 shares of common
stock were issued and outstanding, 525,000 shares of common stock were reserved for issuance upon the exercise of outstanding warrants that we issued in April 2023, 8,164,047 shares of common stock were reserved for issuance upon the exercise of
outstanding stock options, 409,717 shares of common stock were reserved for issuance upon the vesting and settlement of outstanding restricted stock units and 1,240,421 shares were reserved for issuance pursuant to our equity incentive plans,
including our employee stock purchase plan.
The additional shares of common stock authorized for issuance by the Authorized Shares Amendment would be a
part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the common stock presently issued and outstanding. The full text of the proposed Authorized Shares Amendment, which would be filed as a
Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, is attached to this Proxy Statement as Appendix I. However, the text of the Authorized Shares Amendment is
subject to revision as may be required by the Secretary of State of the State of Delaware or as the Board deems necessary and advisable to effect the Authorized Shares Amendment.
Provided our stockholders approve the Authorized Shares Amendment, the increased number of shares would be authorized for issuance, but such shares would
remain unissued until such time as the Board approves a specific issuance of shares. Other than future issuances under our equity compensation plans and future issuances of our securities pursuant to the exercise of
pre-funded warrants issued under the Purchase Agreement (described below), we currently have no plans or arrangements to issue the additional authorized shares of common stock resulting from the Authorized
Shares Amendment.
If the proposed Authorized Shares Amendment is approved by our stockholders, it will become effective upon the filing of the
Certificate of Amendment with the Secretary of State of the State of Delaware. We plan to file such Certificate of Amendment as soon as practicable after the Special Meeting. However, the Board reserves its right to elect not to proceed with and
abandon the Authorized Shares Amendment if it determines, in its sole discretion at any time, that this proposal is no longer in the best interests of our stockholders.
Background and Purpose of the Authorized Shares Amendment
Our Obligations Under the Purchase Agreement
On
August 14, 2023, we entered into a Securities Purchase Agreement (the Purchase Agreement) with certain institutional and other accredited investors (the Purchasers), pursuant to which we agreed to sell and issue to the
Purchasers in a private placement transaction that closed on August 16, 2023: (i) 122,412,376 shares of our common stock and (ii) with respect to certain Purchasers, pre-funded warrants (the Pre-Funded Warrants) to purchase 44,250,978 shares of common stock in lieu of shares of common stock.
The Pre-Funded Warrants are only exercisable into common stock upon the approval by our stockholders of this Authorized Shares Amendment and our filing of the Certificate of Amendment to our Amended and Restated
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