Table of Contents
including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time we
have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.
Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a
sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice
provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the
- 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately
after the completion of this offering based on the number of shares outstanding as of ; or
- the average weekly trading volume of our common stock on the stock exchange on which our shares are listed during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale.
persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of
Rule 144 described above, without regard to the six month holding period of Rule 144, which does not apply to sales of unrestricted securities.
Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased
shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until
90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and in the section
of this prospectus titled "Underwriting" and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.
Form S-8 Registration Statements
We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common
stock subject to outstanding stock options and common stock issued or issuable under our 2014 Plan and 2016 Plan. We expect to file the registration statement covering shares offered pursuant to our
stock plans as soon as practicable after the closing of this offering, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the
sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144 and expiration or release from the terms of the lock-up agreements described below.
We, our executive officers and directors and the holders of substantially all of our common stock outstanding on the date of this
prospectus have entered into lock-up agreements with the