also registered all of the 6,766,915 shares of common stock issued by us and all 14,097,745 shares of common stock issuable upon the conversion of an aggregate of 2,819,549 shares of Class A
Convertible Preferred Stock issued by us in our November 2016 private placement transaction for resale on a Form
S-3,
which was declared effective by the SEC in January 2017. In addition, we registered for
resale by Juno Therapeutics, Inc. up to 1,000,000 shares of common stock held by Juno pursuant to the Stock Purchase Agreement entered into in May 2015 pursuant to a registration statement on Form
S-3,
which
was declared effective by the SEC in August 2017. As a result, all of these shares are currently available for resale to the public, which may result in dilution to our stockholders. Any sales of securities by these stockholders could have a
material adverse effect on the trading price of our common stock.
Our executive officers and directors have agreed that, subject to certain exceptions,
during the period ending 45 days after the date of this prospectus supplement, they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of
ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to
enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Leerink Partners LLC and Piper Jaffray & Co., who may release any of the securities subject to these
lock-up
agreements at any time without notice. Exceptions to the
lock-up
restrictions are described in more detail in this prospectus supplement under the caption
Underwriting.
Concentration of ownership of our common stock in one of our principal stockholders may prevent new investors from
influencing significant corporate decisions.
Upon the closing of this offering, entities affiliated with Redmile Group LLP, which are existing
stockholders, will, in the aggregate, beneficially own approximately % of our outstanding common stock. In addition, Redmile, with 60 days notice, has the right to convert shares of our Class A Convertible
Preferred Stock into common stock. If Redmile elects to do so, the percentage of shares of common stock that it, together with its affiliates, may beneficially own of our common stock will be %. As a result, Redmile may be
able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.
Redmile may have interests different than yours. For example, because Redmile purchased their shares at prices substantially below the price at which shares
are being sold in this offering and have held their shares for a longer period, they may be more interested in selling our company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other
stockholders.
Possible tax reform legislation could impact our business and operations.
The Trump Administration and the U.S. Congress are considering substantial revisions to U.S. federal income tax law, and such revisions could significantly
impact our business and our operations. There is substantial uncertainty around the likelihood, timing and details of any such tax reform being enacted, but any such reform, if enacted, could have a significant impact on our business and
stockholders. Potential investors should consult their tax advisors about such developments, and their potential impact on making an investment in us.
S-8