Table of Contents
SHARES ELIGIBLE FOR FUTURE SALE
Before this offering, there has not been a public market for shares of our common stock. Future sales of substantial amounts of shares
of our common stock, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could cause the market
price for our common stock to fall or impair our ability to raise equity capital in the future.
on the number of shares outstanding as of June 30, 2014, upon the completion of this offering and after giving effect to the conversion of all outstanding shares of our
convertible preferred stock into shares of our common stock, a total of shares of common stock will be
outstanding. Of these shares, all shares of common stock sold in this offering,
and any shares sold upon exercise of the underwriters' option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares
are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
remaining shares of common stock will be "restricted securities," as that term is defined in Rule 144. These restricted securities are eligible for public sale only if they
are registered under the Securities Act or if they qualify for an exemption from, or are not subject to, registration under the Securities Act.
In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not deemed to be our
affiliate and has not been our affiliate at any time during the three months preceding a sale will be entitled to sell any shares of our common stock that such person has beneficially owned for at
least six months, including the holding period of any prior owner other than one of our affiliates, without regard to manner of sale, volume limitations or notice provisions of Rule 144. Sales
of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were beneficially owned by such person, including the
holding period of any prior owner other than one of our affiliates, for less than one year.
addition, under Rule 144, a person may sell shares of our common stock immediately upon the closing of this offering, without regard to volume limitations or the availability
of public information about us, if:
- the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and
- the person has
beneficially owned the shares to be sold for at least one year, including the holding period of any prior
owner other than one of our affiliates.
90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:
- 1% of the number of shares of our common stock then-outstanding, which will equal approximately shares immediately after
this offering; and
- the average weekly trading volume in our common stock during the four calendar weeks preceding the date of filing of a
notice on Form 144 with respect to the sale.
under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to manner of sale provisions and notice requirements and to the
availability of current public information about us.