DESCRIPTION OF PRIVATE PLACEMENT OF
COMMON STOCK, PRE-FUNDED WARRANTS AND WARRANTS
On February 10, 2023, we completed a private placement financing transaction (the Closing) pursuant to a Securities Purchase
Agreement (the Purchase Agreement) between the Company and the selling stockholders named in this prospectus (the Purchasers), in which we issued (i) 17,502,244 shares (the Shares) of Common Stock, (ii) the Pre-Funded Warrants to purchase 4,402,508 shares of Common Stock (the Pre-Funded Warrant Shares), and (iii) the Warrants to purchase up to 21,904,752 shares
of Common Stock (the Warrant Shares). The Shares, Pre-Funded Warrants and Warrants (collectively, the Securities) were sold at a purchase price of $1.05 per unit, for aggregate gross
cash proceeds of approximately $23 million, before deducting fees to the placement agent and other estimated offering expenses payable by us. The Purchasers of the Securities were the selling stockholders named in this prospectus.
Warrants and Pre-Funded Warrants
The material terms and provisions of the Warrants and the Pre-Funded Warrants to purchase shares of
Common Stock are summarized below. This summary is subject to and qualified in its entirety by the form of warrant and the form of pre-funded warrant, which were filed with the SEC as an exhibit to the
Companys Form 8-K on February 8, 2023.
Exercisability. The holder may
exercise the Warrants at any time or from time to time through February 10, 2028 and may exercise the Pre-Funded Warrants at any time or from time to time through February 10, 2053. As further
described under Selling Stockholders, notwithstanding the foregoing, certain holders will be prohibited from exercising the Warrants or Pre-Funded Warrants into shares of our Common Stock if, as a
result of such exercise, the holder, together with its affiliates, would own more than a specific percentage of the total number of shares of our Common Stock then issued and outstanding. The Warrants and
Pre-Funded Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common
Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).
Exercise Price. The exercise
price upon exercise of each Warrant is $1.17 per share of Common Stock and the exercise price of each Pre-Funded Warrant is $0.99 per share of Common Stock, of which $0.989 per share was paid by the holder at
the Closing. The exercise price of the Warrants and Pre-Funded Warrants are subject to appropriate adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, cash
distributions, reclassifications, exchanges, combinations or substitutions affecting our Common Stock.
Payment of Exercise Price.
The Warrant and Pre-Funded Warrant holders have the option to provide payment of the exercise price of the shares being acquired upon exercise of the warrants (i) by check, wire transfer of same day
funds, or other form of payment acceptable to the Company, or (ii) by cashless exercise.
Cashless Exercise. In lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the Warrant and Pre-Funded Warrant holders may elect instead to receive upon
such exercise the net number of shares of Common Stock determined according to a formula set forth in the warrants.
Subject to applicable laws and the restriction on transfer set forth in the Warrant agreement and Pre-Funded Warrant agreement, the Warrants and Pre-Funded Warrants
may be transferred.
Acquisitions. If, at any time while each Warrant or Pre-Funded Warrant
is outstanding, there is an acquisition, which includes (i) the disposition of all or substantially all of the Companys assets, (ii) a merger or consolidation in which the stockholders of the Company immediately prior to such merger,
consolidation or reorganization, own less than a majority of the Companys outstanding voting power immediately after such