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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, no public market existed for our common stock. Future sales of our common stock in the public market, or the
availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described
below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public
market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the
on the number of shares outstanding as of , upon the closing of this offering and assuming no exercise of the
underwriters' option to purchase additional shares,
shares of common stock will be outstanding, assuming no outstanding options or warrants are exercised. All of the shares of common stock sold in this offering will be
without restrictions or further registration under the Securities Act, except for any shares sold to our "affiliates," as that term is defined under Rule 144 under the Securities Act. The
remaining shares of common stock held by existing stockholders are restricted securities," as that term is defined in Rule 144 under the Securities Act. Restricted
may be sold in the public market only if registered or if their resale qualifies for exemption from registration described below under Rule 144 promulgated under the Securities Act.
a result of the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, the shares of common stock that will be deemed restricted
securities after this offering will be available for sale in the public market as follows:
- approximately of the existing restricted shares will be eligible
for immediate sale upon the completion of this
- approximately restricted shares will be
eligible for sale in the public market upon expiration of lock-up agreements
180 days after the date of this prospectus, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144 and Rule 701.
In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of
the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided
by Rule 144 under the Securities Act.
Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a
sale may sell an unlimited number of restricted securities under Rule 144 if:
- the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of
- we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and
- we are current in our Exchange Act reporting at the time of sale.
person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at