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- the implementation of manual and automated controls to support our overall control environment and the segregation of duties and
cannot assure you that the measures we have taken to date, together with any measures we may take in the future, will be sufficient to remediate the control deficiencies that led to
our material weaknesses in our internal control over financial reporting or to avoid potential future material weaknesses. In addition, neither our management nor an independent registered public
accounting firm has ever performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been
required. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley
Act, additional material weaknesses may have been identified. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial
reporting, or identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law
requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price
may decline as a result.
After this offering, our executive officers, directors and principal stockholders will maintain the
ability to control all matters submitted to stockholders for approval.
Assuming the sale by us of shares of common stock in this offering
(or shares if the underwriters
exercise their option to purchase additional shares in full), our executive officers, directors and stockholders who owned more than 5% of our outstanding common stock before this offering will, in
the aggregate, beneficially own shares representing approximately % of our capital stock. As a result, if these stockholders were to act
together, they would be able to control all
matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they act together, would control the election of directors and approval of any
merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may
desire or result in management of our company that our public stockholders disagree with.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is performing well.
Sales of a substantial number of shares of our common stock in the public market could occur at any time, subject to certain
restrictions described below. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this
offering, we will have outstanding shares of common stock based on the number of shares outstanding as
of , 2015. This includes the
shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates. The
remaining shares are
currently restricted as a result of securities laws or lock-up agreements but will be able to be sold after the offering as described in the "Shares Eligible for Future Sale" and "Underwriting"
sections of this prospectus. Moreover, after this offering, holders of an aggregate of approximately shares of our common stock will have
rights, subject to some conditions, to require
us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We intend to register all shares of
common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely