PROPOSAL ONE APPROVAL OF AN AMENDMENT TO THE
COMPANYS CHARTER TO EFFECT AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
We are asking stockholders to approve a proposed amendment to our Charter to effect an increase in the total number of authorized shares of Common Stock from
250,000,000 shares to 500,000,000 shares of Common Stock (the Authorized Shares Increase), as further described below. The Board has unanimously approved and declared advisable the Authorized Shares Increase, and recommends that its
stockholders approve the Authorized Shares Increase. The text of the proposed form of Certificate of Amendment to our Charter (the Share Increase Certificate) is attached hereto as Appendix A.
If stockholders approve this proposal, then the Board will cause the Share Increase Certificate to be filed with the Delaware Secretary of State and the
Authorized Shares Increase to be effected only if the Board determines that the Authorized Shares Increase would be in the best interests of the Company and its stockholders. The Board also may determine in its discretion not to effect the
Authorized Shares Increase and not to file the Share Increase Certificate. No further action on the part of stockholders will be required to either implement or abandon the Authorized Shares Increase.
Our Charter currently authorizes the issuance of up to 275,000,000 shares of capital stock, consisting of 250,000,000 shares of Common Stock and 25,000,000
shares of preferred stock, par value $$0.001 per share (the Preferred Stock). An increase in the number of authorized shares of Common Stock to 500,000,000 shares will increase our total authorized capitalization to 525,000,000 shares of
capital stock, which includes our previously authorized 25,000,000 shares of Preferred Stock.
Of the 250,000,000 shares of Common Stock currently
authorized, as of the close of business on September 23, 2022, there were 156,790,234 shares of Common Stock issued and outstanding. In addition to the shares of Common Stock issued and outstanding on September 23, 2022, there were
14,075,329 shares of Common Stock reserved for issuance in connection with future awards available for grant under all Company equity plans and 46,201,924 shares of Common Stock reserved for issuance upon exercise of issued and outstanding warrants.
As a result, as of September 23, 2022, we had only approximately 32,932,513 (or 13%) authorized shares of Common Stock that were not outstanding or
reserved for issuance and that we may issue for any future business purposes. There are no issued, outstanding, or reserved shares of Preferred Stock as of September 23, 2022.
Reasons for the Authorized Shares Increase
We have
three operating segments: our Oncology Innovation Platform, Global Supply Chain Platform, and Commercial Platform. Since inception, we have devoted a substantial amount of our resources to research and development of our lead product candidates. We
have incurred significant net losses since inception, and, as a result, as of June 30, 2022 and December 31, 2021, we had an accumulated deficit of $963.0 million and $913.4 million, respectively. While we estimate that our
existing cash, cash equivalents, restricted cash and short-term investments, will be sufficient to fund our operating expenses and capital expenditure requirements through the twelve months from August 2022, we expect our research and development
expenses to continue to be significant in connection with our continued investment in our drug candidates and our ongoing and planned clinical trials for our drug candidates. In addition, as a public company, we incur additional costs associated
with operating as a public company. As a result, we expect to continue to incur significant operating losses and negative cash flows from operations for the foreseeable future. These losses have had and will continue to have a material adverse
effect on our stockholders equity, financial position, cash flows and working capital.
The report of our independent registered public accounting
firm that accompanies our audited consolidated financial statements for the year ended December 31, 2021 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
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