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Filed Pursuant to Rule 424(b)3
Registration No. 333-192617
PROSPECTUS
11,456,493 Shares
CYMABAY THERAPEUTICS, INC.
Common Stock
This prospectus relates to the sale or other disposition from time to time of up to 11,456,493 shares of our common stock, including shares issuable pursuant to warrants to purchase up to 1,626,398 shares of our common stock, to be sold by the selling stockholders named in this prospectus. The 9,830,095 shares of common stock covered by this prospectus, and the warrants to purchase 1,626,398 shares of our common stock covered by this prospectus, were sold by us in private placements of these securities. We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares by the selling stockholders; however, to the extent the selling stockholders exercise the warrants, we will receive the aggregate exercise price from the exercise of the warrants.
The selling stockholders may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell or otherwise dispose of their shares of common stock in the section entitled “Plan of Distribution” on page 24. Discounts, concessions, commissions and similar selling expenses attributable to the sale of shares of common stock covered by this prospectus will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the shares with the Securities and Exchange Commission.
Our common stock is listed on the NASDAQ Capital Market under the symbol “CBAY.” The last reported sale price of our common stock on the NASDAQ Capital Market on January 20, 2015, was $9.90 per share.
Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 4 of this prospectus, and under similar headings in any amendment or supplements to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission that is incorporated by reference herein.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
January 21, 2015
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This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this prospectus.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
This prospectus incorporates by reference market data, industry statistics and other data that have been obtained from, or compiled from, information made available by third parties. We have not independently verified their data.
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This summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. It does not contain all the information you should consider before investing in our securities. Important information is incorporated by reference into this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” together with the additional information described under “Information Incorporated by Reference.”
CymaBay Therapeutics, Inc.
CymaBay Therapeutics, Inc. is focused on developing therapies to treat metabolic diseases with high unmet medical need, including serious rare and orphan disorders. Arhalofenate, our lead product candidate, is being developed for the treatment of gout. Arhalofenate has successfully completed three Phase 2 clinical trials in patients with gout and consistently demonstrated the ability to reduce gout flares and reduce serum uric acid (sUA). Gout flares are recurring and painful episodes of joint inflammation that are triggered by the presence of monosodium urate crystals that form as a result of elevated sUA levels. We believe the potential for arhalofenate to prevent or reduce flares while also lowering sUA could differentiate it from currently available treatments for gout. Arhalofenate has established a favorable safety profile in clinical trials involving nearly 1,000 patients exposed to date. We are currently investigating arhalofenate in a 12-week Phase 2b clinical trial in patients with gout and expect to report data from this trial in the second quarter of 2015. Our second product candidate, MBX-8025, demonstrated favorable effects on cholesterol, triglycerides and markers of liver health in a Phase 2 clinical trial in patients with mixed dyslipidemia. We are considering pursuing MBX-8025 in a number of orphan diseases in which these attributes could be beneficial, such as homozygous familial hypercholestorolemia (HoFH), severe hypertriglyceridemia (SHTG) and primary biliary cirrhosis (PBC). We also believe that MBX-8025 could have utility in the treatment of the more prevalent, but high unmet need, indication of nonalcoholic steatohepatitis (NASH). We plan to initiate one or more pilot or proof-of-concept studies for MBX-8025, beginning with HoFH, in the first half of 2015.
Risks Associated with our Business
Our business is subject to numerous risks. You should read these risks before you invest in our common stock. In particular, our risks include, but are not limited to, the following:
• | We will need additional capital in the future to sufficiently fund our operations and research; |
• | We have incurred significant losses since our inception, we anticipate that we will continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability; |
• | We depend on the success of our lead product candidate, arhalofenate, which is still under clinical development, and |
• | MBX-8025, which we currently plan to develop, and may not obtain regulatory approval or successfully commercialize either of these product candidates; |
• | Our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance; |
• | We rely on third-party manufacturers to produce our preclinical and clinical drug supplies, and we intend to rely on third parties to produce commercial supplies of any approved product candidates; |
• | We rely on limited sources of supply for the drug substance for our lead product candidate, arhalofenate, and any disruption in the chain of supply may cause delay in developing and commercializing arhalofenate; |
• | If we are unable to obtain or protect intellectual property rights related to our products and product candidates, we may not be able to compete effectively in our market; and |
• | Our stock price may be volatile, and our stockholders’ investment in our stock could decline in value. |
Corporate Information
CymaBay Therapeutics, Inc., was incorporated under the laws of the State of Delaware on October 5, 1988, originally under the name Transtech Corporation. Our executive offices are located at 7999 Gateway Blvd., Suite 130 Newark, CA 94560. The telephone number at our executive office is (510) 293-8800. Our corporate website address is www.cymabay.com. We do not incorporate the
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information contained on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus.
As used in this prospectus, “CymaBay,” “we,” “us,” and “our” refer to CymaBay Therapeutics, Inc. and its subsidiaries taken as a whole. The word trademark “CymaBay” is registered on the Principal Register of the United States Patent and Trademark Office. This prospectus also contains trademarks and trade names of other companies, and those trademarks and trade names are the property of their respective owners. We do not intend our use or display of other companies’ trademarks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies or products.
We are an “Emerging Growth Company”
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an “emerging growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
• | only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
• | reduced disclosure about our executive compensation arrangements; |
• | omitted compensation discussion and analysis; |
• | no requirement that we solicit non-binding advisory votes on executive compensation or golden parachute arrangements; and |
• | exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. |
We intend to take advantage of the reduced disclosure obligations. Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can elect to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption to take advantage of the extended transition period for complying with new or revised accounting standards.
We could remain an emerging growth company until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period and (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act. At this time we expect to remain an “emerging growth company” for the foreseeable future.
CymaBay also qualifies as a “smaller reporting company” and thus has the advantage of not being required to provide the same level of disclosure as larger public companies.
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The Offering
This prospectus relates to the sale or other disposition from time to time of up to 11,456,493 shares of our common stock, which includes 9,830,095 shares of our common stock and 1,626,398 shares of our common stock issuable upon exercise of warrants held by the selling stockholders named in this prospectus.
Issuer: | CymaBay Therapeutics, Inc. | |
Shares offered by the selling stockholders | 11,456,493 | |
Use of Proceeds | We will not receive any proceeds from the sale of the shares offered hereby; however, to the extent the selling stockholders exercise the warrants, we will receive the aggregate exercise price from the exercise of the warrants. See “Use of Proceeds” in this prospectus. | |
Risk Factors | Investing in our common stock involves a high degree of risk. See “Risk Factors” below. | |
NASDAQ Capital Market Symbol | “CBAY” |
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Investing in our common stock involves a high degree of risk. You should carefully review the risks and uncertainties set forth in the documents that are incorporated by reference into this prospectus, including the risks and uncertainties described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, before deciding whether to purchase any of the shares of common stock being offered. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements. In some cases you can identify these statements by forward-looking words, such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “seek,” “will,” “would,” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
• | our expectations with respect to the clinical development of arhalofenate and our other product candidates, our clinical trials and the regulatory approval process; |
• | statements regarding the steps, timing and costs of our development programs; |
• | any projections of earnings, revenue, sufficiency of cash resources or other financial items; |
• | the plans and objectives of management for future operations; |
• | the availability of additional financing and access to capital; |
• | the formation of a trading market for our common stock; |
• | discussions and approvals of regulatory agencies; and |
• | the period of time for which we will be able to fund our operations. |
These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in our reports filed from time to time under the Securities Act and/or the Exchange Act, including the risks identified under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q which are incorporated by reference into this prospectus in their entirety. We encourage you to read these filings as they are made. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.
You should read this prospectus, the documents incorporated by reference herein, and any prospectus supplement or free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.
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We will not receive any of the proceeds from the sale of the common stock by the selling stockholders named in this prospectus; however, to the extent the selling stockholders exercise the warrants, we will receive the aggregate exercise price from the exercise of the warrants. All proceeds from the resale of the shares of our common stock offered by this prospectus will belong to the selling stockholders identified in this prospectus under “Selling Stockholders.”
The following table sets forth information regarding the number of shares of our common stock as of November 22, 2013, held for the account of, and the numbers of shares being sold, by the selling stockholders. Beneficial ownership is reported as of November 22, 2013, but also includes 604,000 shares which sales occurred on January 29, 2014. The number of shares beneficially owned by a person also includes shares of common stock underlying warrants held by that person that are currently exercisable or were exercisable within 60 days of November 22, 2013. Unless otherwise indicated, the persons and entities named in the table hold the shares set forth opposite that person’s name as of November 22, 2013, and have sole voting and sole investment power with respect to the shares, subject to community property laws, where applicable. Where applicable, we have added to the applicable footnote the numbers of shares that have been sold subsequent to November 22, 2013, the date of commencement of this offering.
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
3MD Partnership, Ltd. (3) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Ackerman Partners LP (4) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Adam Saitman(5) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Alex Mayers | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Allan Gutberlet | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
AllianceBernstein Venture Fund I, L.P.(6) | 251,780 | 16,806 | 251,780 | 0 | — | |||||||||||||||
Alta BioPharma Partners III GMbH & Co. Beteiligungs KG (7) | 69,114 | 4,613 | 69,114 | 0 | — | |||||||||||||||
Alta BioPharma Partners III, L.P. (8) | 1,029,126 | 68,693 | 1,029,126 | 0 | — | |||||||||||||||
Alta Embarcadero BioPharma Partners III, LLC (9) | 25,360 | 1,692 | 25,360 | 0 | — | |||||||||||||||
Altana Innovationsfonds GmbH (10) | 6,705 | 447 | 6,705 | 0 | — | |||||||||||||||
Amit Rametra (11) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Andrew Koopman (12) | 4,800 | 800 | 4,800 | 0 | — | |||||||||||||||
Andrew Mclean | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Anthony C. Martin Bury | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Applebaum Family Ltd Partnership (13) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Arun Virick | 3,000 | 500 | 3,000 | 0 | — | |||||||||||||||
Ashar Qureshi (14) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Ashnik Management LLC (15) | 72,000 | 12,000 | 72,000 | 0 | — | |||||||||||||||
Avraham and Susan Tahari | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Baiju Gohil | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Barry Newman | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Bill Boad (16) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Brian Bentley | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Brian Skillern (17) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Bruce and Bobra Locker, Jt. WROS | 15,600 | 2,600 | 15,600 | 0 | — | |||||||||||||||
C&F Equipment Inc. (18) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Carlos Bermudez (19) | 14,400 | 2,400 | 14,400 | 0 | — |
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Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Charles Lamarca (20) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Charles M. Cazett and Jane R. Cazett | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Charles Matthews (21) | 36,000 | 6,000 | 36,000 | 0 | — | |||||||||||||||
Charles Norwalk (22) | 4,640 | 773 | 4,640 | 0 | — | |||||||||||||||
Cherry Pipes LTD (23) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Childers Living Trust (24) | 14,400 | 2,400 | 14,400 | 0 | — | |||||||||||||||
Chris Dellaportas (25) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Christian Fleissner, IV | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Claire Barnard (26) | 42,000 | 7,000 | 42,000 | 0 | — | |||||||||||||||
Clericuzio Family Revocable Trust (27) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Craig A. Baylis (28) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Craig Child (29) | 8,400 | 1,400 | 8,400 | 0 | — | |||||||||||||||
Craig Whited | 29,760 | 4,960 | 29,760 | 0 | — | |||||||||||||||
Curtis Southward (30) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Daily S. Hill (31) | 18,000 | 3,000 | 18,000 | 0 | — | |||||||||||||||
Dale R. Davey (32) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Dallas and Lois Wuethrich | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Dan & Mary Ellen Coombs (33) | 10,800 | 1,800 | 10,800 | 0 | — | |||||||||||||||
Daniel D’Errico and Gina D’Errico, JTWROS (34) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Daniel Wickard | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Darrell Cordry (35) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David A. Scotch (36) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David B. Van Vleck (37) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David D. Shively Rev Dynastic With Preservation Trust (38) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
David Greenblat | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David N. and Linda J. Porter (39) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David S. Walker Revocable Trust (40) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
David Schaetz | 13,680 | 2,280 | 13,680 | 0 | — | |||||||||||||||
David Scott | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Dayton Misfeldt | 3,030 | 202 | 3,030 | 0 | — | |||||||||||||||
Deerfield Special Situations International Master Fund, L.P. (41) | 255,071 | 0 | 255,071 | 0 | — | |||||||||||||||
Deerfield Special Situations Fund, L.P. (42) | 338,135 | 80,000 | 338,135 | 0 | — | |||||||||||||||
Dennis C. Dean (43) | 15,000 | 2,500 | 15,000 | 0 | — | |||||||||||||||
Derek Hales (44) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Donald Gauthier | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Donald P. Sesterhenn | 14,400 | 2,400 | 14,400 | 0 | — | |||||||||||||||
Douglas M. Claney (45) | 26,160 | 4,360 | 26,160 | 0 | — | |||||||||||||||
Douglas Macafee | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Dyke Rogers | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Earl and Gloria Y. Martin (46) | 72,000 | 12,000 | 72,000 | 0 | — | |||||||||||||||
Earl Sauls (47) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Edward Albert Grimm and Iris Judy May Grimm, JTWROS (48) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Edward and Jane Fishman | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Edwin B. Hart (49) | 14,184 | 2,364 | 14,184 | 0 | — | |||||||||||||||
Edwin Stuhr (50) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Elmora Hebrew Center, Inc.R (51) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Fermo C. Jaeckle | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Fidelity Lending Corporation (52) | 6,000 | 1,000 | 6,000 | 0 | — |
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Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Firas Husein (53) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Food Consultancy and Inspection (54) | 10,800 | 1,800 | 10,800 | 0 | — | |||||||||||||||
Fourth Avenue Capital Partners LP (55) | 364,800 | 60,800 | 364,800 | 0 | — | |||||||||||||||
Frank A. Papa (56) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Frank Hill Harper (57) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Fred W. Harris (58) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Future, LLC (59) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gary I. Grenley (60) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Gary M. & Kathy D. Mills JTWROS (61) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gary P. Eckert (62) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gary Schulz | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Gary W. Jaster (63) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gene Tien | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gerald A Tomsic, Trustee Gerald A Tomsic 1995 Revocable Trust (64) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Greg Dawe (65) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Gregory Hurley (66) | 42,000 | 7,000 | 42,000 | 0 | — | |||||||||||||||
Gregory J. Coffey | 59,280 | 9,880 | 59,280 | 0 | — | |||||||||||||||
Guy B. Brown & Beth C. Sutton (67) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Hamilton C. Fish (68) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Harry Washburn (69) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Highpoint Realty LTD (70) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Howard Mostovy | 5,760 | 960 | 5,760 | 0 | — | |||||||||||||||
Howard Wengrow (71) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Ingram D. Tynes (72) | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
James Brown | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
James E. Searson | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
James J. Peters (73) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
James J. Waskiewicz (74) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
James K. Laird | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
James Morin (75) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
James Rutledge (76) | 30,000 | 5,000 | 30,000 | 0 | — | |||||||||||||||
James Symanski and Catherine Marbach JTWROS (77) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
James Vann Cunningham (78) | 32,160 | 5,360 | 32,160 | 0 | — | |||||||||||||||
Jay Miselis (79) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Jaye Venuti and Michael Yokoyama Family Trust DOT (80) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Jaye Venuti DDS and Michael Yokoyama, DDS, PDC Defined Benefit Plan (81) | 18,000 | 3,000 | 18,000 | 0 | — | |||||||||||||||
Jeanna Nelis | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Jeffrey Allen and Jennifer M. Sherman | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Jeffrey M. Bunker (82) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Jerome & Maureen Rupiper Living Trust (83) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Jerome Natzke | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Jerry Fish | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Joaquin & Mary Molinet (84) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
John and Linda McPhee JTWROS | 4,800 | 800 | 4,800 | 0 | — | |||||||||||||||
John and Rosemary Schneider JTWROS (85) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John C. Boyer | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John C. Murrens (86) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John C. Swenson (87) | 11,760 | 1,960 | 11,760 | 0 | — |
7
Table of Contents
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
John E. Bishop (88) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
John E. Dittoe | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John Easterly (89) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John Everett Waltzing (90) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
John Ewell (91) | 36,000 | 6,000 | 36,000 | 0 | — | |||||||||||||||
John F. Erickson | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John Geddes (92) | 8,160 | 1,360 | 8,160 | 0 | — | |||||||||||||||
John Griffin (93) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
John Husband (94) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
John Jaecker | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John K. Fogg | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John Maguire | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
John Merriam | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
John O. Dunkin (95) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
John Trent | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Johnson & Johnson Development Corporation (96) | 860,266 | 10,000 | 860,266 | 0 | — | |||||||||||||||
Joseph and Wendy Page | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Joseph Nestola | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Joyce Bielski (97) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Judy Reed Smith | 19,200 | 3,200 | 19,200 | 0 | — | |||||||||||||||
Jules and Deborah DeVigne JTWROS | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Jules DeVigne | 54,000 | 9,000 | 54,000 | 0 | — | |||||||||||||||
Justin K. McCormick (98) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Keith Kinsey (99) | 9,000 | 1,500 | 9,000 | 0 | — | |||||||||||||||
Kenneth Halverson (100) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Kenneth Moelhoff (101) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Kenneth S. Pizzo, Jr. (102) | 34,860 | 5,810 | 34,860 | 0 | — | |||||||||||||||
Kevin Gabrik (103) | 14,400 | 2,400 | 14,400 | 0 | — | |||||||||||||||
Kevin Mack (104) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Kraig Ecker (105) | 16,800 | 2,800 | 16,800 | 0 | — | |||||||||||||||
Kurt H. & Melissa R. Little | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Lawrence Coolidge (106) | 72,000 | 12,000 | 72,000 | 0 | — | |||||||||||||||
Lawrence Grossbard (107) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Linden Growth Partners, LP (108) | 96,000 | 16,000 | 96,000 | 0 | — | |||||||||||||||
Lindsey Rosenwald (109) | 60,000 | 10,000 | 60,000 | 0 | — | |||||||||||||||
Llano Resources Inc. (110) | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
Lloyd & Deborah Schill JTWROS (111) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
M. Butte Ltd. (112) | 149,280 | 24,880 | 149,280 | 0 | — | |||||||||||||||
Macgregor Fogelsong | 4,800 | 800 | 4,800 | 0 | — | |||||||||||||||
Marc and Heather Bielski JTWROS (113) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Mark G. Rodriguez (114) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Mark Ginsburg (115) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Mark Harrison | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Mark Reardon | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Mark Schordock (116) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Martin and Terri Stallone Tenants in the Entirety (117) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Martin Bell (118) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Maryann Logue | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Maurice Deverteuil and Karen Deverteuil (119) | 24,000 | 4,000 | 24,000 | 0 | — |
8
Table of Contents
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Melvin T. Robertson (120) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Merlin Biomed Private Equity Fund, L.P. (121) | 61,635 | 4,000 | 61,635 | 0 | — | |||||||||||||||
Michael Brotherton (122) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Michael A. Mullen (123) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Michael and Ida Robson JTWROS (124) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Michael C. Hess Tod Michael C. Hess | 72,000 | 12,000 | 72,000 | 0 | — | |||||||||||||||
Michael Fardy (125) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Michael Hafke | 18,000 | 3,000 | 18,000 | 0 | — | |||||||||||||||
Michael P. Giannelli | 19,440 | 3,240 | 19,440 | 0 | — | |||||||||||||||
Michael Padgett | 26,400 | 4,400 | 26,400 | 0 | — | |||||||||||||||
Mitchell F. Reiter (126) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Mitchell R. Parker (127) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Moe Leichter (128) | 36,000 | 6,000 | 36,000 | 0 | — | |||||||||||||||
MTC IRA FBO Billy Fouch (129) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO Daniel Wickard (130) | 36,000 | 6,000 | 36,000 | 0 | — | |||||||||||||||
MTC IRA FBO Gary Kostelec (131) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
MTC IRA FBO Gary L. Biermann (132) | 10,080 | 1,680 | 10,080 | 0 | — | |||||||||||||||
MTC IRA FBO Jack Pirkey (133) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
MTC IRA FBO James R. Muldoon (134) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC IRA FBO Joseph Tierney (135) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO Kenton L. Eiffert (136) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO Martin Rosenwasser (137) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO Michael Accardi (138) | 30,000 | 5,000 | 30,000 | 0 | — | |||||||||||||||
MTC IRA FBO Michael Cullen (139) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC IRA FBO Normand F. Smith (140) | 120,000 | 20,000 | 120,000 | 0 | — | |||||||||||||||
MTC IRA FBO Richard Andrews (141) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC IRA FBO Robert Gordon (142) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
MTC IRA FBO Ronald Finestone (143) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO Stanley Michael Rein (144) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC IRA FBO Stefan Nowina (145) | 60,000 | 10,000 | 60,000 | 0 | — | |||||||||||||||
MTC IRA FBO Steven J. Vuyovich (146) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
MTC IRA FBO Sydelle Rosenwasser (147) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC IRA FBO William Newell (148) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC Roth IRA FBO Arthur W. Chick (149) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
MTC Roth IRA FBO James W. Robertson (150) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC Roth IRA FBO Kristi K. Olson (151) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC Roth IRA FBO Michael Nelson (152) | 3,600 | 600 | 3,600 | 0 | — | |||||||||||||||
MTC SEP IRA FBO Michael D. Johnson (153) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC SEP IRA FBO George W. Naylor (154) | 10,800 | 1,800 | 10,800 | 0 | — | |||||||||||||||
MTC SEP IRA FBO Johnathan Coleman (155) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
MTC SEP IRA FBO Lewis W. Wadsworth (156) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Nchacha Etta | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Neal Weinstein (157) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Neel B. Ackerman and Martha N. (158) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Norman Sunamoto (159) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Novo A/S (160) | 225,331 | 15,040 | 225,331 | 0 | — | |||||||||||||||
Oliver D. Wick (161) | 6,000 | 1,000 | 6,000 | 0 | — |
9
Table of Contents
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Patrick C. Fenner | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Patrick J. Schneider | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Patrick Kelly (162) | 28,800 | 4,800 | 28,800 | 0 | — | |||||||||||||||
Paul Plath | 14,184 | 2,364 | 14,184 | 0 | — | |||||||||||||||
Paul Sallwasser (163) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Paul Serbiak | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Pavel Vodkin (164) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Perry Sutaria | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Peter A. Feinstein MD PC PSP (165) | 123,000 | 20,500 | 123,000 | 0 | — | |||||||||||||||
Peter and Janet Milwicz (166) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Peter Beck Revocable Trust (167) | 36,000 | 6,000 | 36,000 | 0 | — | |||||||||||||||
Peter T. Healy (168) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Phil Beer | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Pictet Biotech (169) | 491,384 | 32,799 | 491,384 | 0 | — | |||||||||||||||
Premchand Beharry and Sacha Beharry, JTWROS | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
R. Krug Fenz (170) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
R.E. Monks Construction Company LLC (171) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Rahul Auradkar and Umarani Bangalore (172) | 6,240 | 1,040 | 6,240 | 0 | — | |||||||||||||||
Raj Sutaria | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Ralph Gitz (173) | 72,000 | 12,000 | 72,000 | 0 | — | |||||||||||||||
Randy Burns | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Randy Perillo | 54,000 | 9,000 | 54,000 | 0 | — | |||||||||||||||
Raymond Tesi (174) | 34,800 | 5,800 | 34,800 | 0 | — | |||||||||||||||
Raymond Yarusi (175) | 4,800 | 800 | 4,800 | 0 | — | |||||||||||||||
Rejtim Ballanca (176) | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
Renald J. Anelle and Catherine C. Anelle | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Rex H. Larkin (177) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Richard D. Barclay (178) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Richard Fleissner (179) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Richard Hasenauer (180) | 10,560 | 1,760 | 10,560 | 0 | — | |||||||||||||||
Richard S. Simms (181) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Ricky C. Estes (182) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Robert & Camille Paradise | 8,400 | 1,400 | 8,400 | 0 | — | |||||||||||||||
Robert Forst (183) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Robert Jackson (184) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Robert Karov | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Robert Lazzari and Shirley Lazzari (185) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Robert Montgomery | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Robert Russell Cust. for Mirriah Russell UTMA (186) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Robert W. Beauchamp (187) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Robert Wright (188) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Rock Springs Capital Master Fund LP (189) | 360,000 | 60,000 | 360,000 | 0 | — | |||||||||||||||
Rodney Whitehead (190) | 15,600 | 2,600 | 15,600 | 0 | — | |||||||||||||||
Roger D. Nesbitt (191) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Roger F. Anderson | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Ronald Fazzolare | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Ropart Investments LLC (192) | 3,600 | 240 | 3,600 | 0 | — | |||||||||||||||
Rush M. Waite (193) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Russell Nowak | 48,000 | 8,000 | 48,000 | 0 | — |
10
Table of Contents
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
S&S Motors, Inc. (194) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
S. Alan Lisenby (195) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Samuel Rosenberg (196) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Scott Jackson | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Scott Udelhoven (197) | 7,200 | 1,200 | 7,200 | 0 | — | |||||||||||||||
Shawn Macarthur (198) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Sheeyen Tan and Poay Goekee (199) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Simon and Enas Muzio (200) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Simon Rose (201) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Sooner Ranch Investments, LP (202) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Stanley Wenck (203) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Stanley Uptigrove (204) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Stefan and Kerstin Kneis | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Stephen E. Budorick (205) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Stephen Lebovitz (206) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Steven A. Buxbaum (207) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Steven A. Waters (208) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Steven Helman Revocable Trust (209) | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
Steven J. and Mary E. Vuyovich JTWROS | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Steven Segal | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Steven T. Simler (210) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Stewart & Nancy Ackerman | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Sunstone Partners, LLC (211) | 91,200 | 15,200 | 91,200 | 0 | — | |||||||||||||||
Susan Wade | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
T. Rowe Price Health Sciences Fund, Inc. (212) | 315,471 | 40,000 | 315,471 | 0 | — | |||||||||||||||
Tarun and Seema Wasil, JTWROS | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Tayt Wuethrich | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Terry and Martha Barr JTWROS (213) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
The Bahr Family Limited Partnership (214) | 16,800 | 2,800 | 16,800 | 0 | — | |||||||||||||||
The Konrad Hans von Emster III and | 19,326 | 2,000 | 19,326 | 0 | — | |||||||||||||||
The Lund Family Marital Trust, u/a/d July 7, 1995, as amended (216) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
The Robert L. Bahr Revocable Trust (217) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Thomas & Suzan Garrity JTWROS | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Thomas and Lyn Dowdle Price | 14,400 | 2,400 | 14,400 | 0 | — | |||||||||||||||
Thomas Craver | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Thomas Gemellaro (218) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Thomas Wegner | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Tim Hanna (219) | 24,000 | 4,000 | 24,000 | 0 | — | |||||||||||||||
Todd Lawrence (220) | 120,000 | 20,000 | 120,000 | 0 | — | |||||||||||||||
Todd Robinson (221) | 9,600 | 1,600 | 9,600 | 0 | — | |||||||||||||||
Todd S. Cameron | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Tom Giftos (222) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Tom Herburger (223) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Tommy Ly (224) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Tony Puckett | 15,600 | 2,600 | 15,600 | 0 | — | |||||||||||||||
Travis Collins | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Trevor and Tonia Wuethrich | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Trout Partners LLC (225) | 1,354 | 90 | 1,354 | 0 | — |
11
Table of Contents
Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Venrock Associates IV, L.P. (226) | 304,871 | 20,350 | 304,871 | 0 | — | |||||||||||||||
Venrock Entrepreneurs Fund IV, L.P. (227) | 7,488 | 499 | 7,488 | 0 | — | |||||||||||||||
Venrock Partners, L.P. (228) | 62,170 | 4,149 | 62,170 | 0 | — | |||||||||||||||
Vernon Simpson (229) | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
Versant Affiliates Fund II-A, L.P. (230) | 20,742 | 1,384 | 20,742 | 0 | — | |||||||||||||||
Versant Side Fund II L.P. (231) | 9,768 | 652 | 9,768 | 0 | — | |||||||||||||||
Versant Venture Capital II, L.P. (232) | 1,093,090 | 72,963 | 1,093,090 | 0 | — | |||||||||||||||
Victor M. Moreno (233) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Virgil and Clarame Boatright | 19,680 | 3,280 | 19,680 | 0 | — | |||||||||||||||
Wayne Wilson | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
William Coney (234) | 11,208 | 1,868 | 11,208 | 0 | — | |||||||||||||||
William E. Demarest Jr. (235) | 48,000 | 8,000 | 48,000 | 0 | — | |||||||||||||||
William Huff | 12,000 | 2,000 | 12,000 | 0 | — | |||||||||||||||
William Ristvedt (236) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
William Zink (237) | 6,000 | 1,000 | 6,000 | 0 | — | |||||||||||||||
Adam Figueroa (238) | 3,201 | 3,201 | 3,201 | 0 | — | |||||||||||||||
Adam Riback (238) | 350 | 350 | 350 | 0 | — | |||||||||||||||
Andrew Fishbone (238) | 650 | 650 | 650 | 0 | — | |||||||||||||||
Andrew C. Tennett (238) | 844 | 844 | 844 | 0 | — | |||||||||||||||
Annette Cassella (239) | 2,000 | 2,000 | 2,000 | 0 | — | |||||||||||||||
Anthony Luciano Buono III (238) | 787 | 787 | 787 | 0 | — | |||||||||||||||
Anthony Maiuolo (238) | 87 | 87 | 87 | 0 | — | |||||||||||||||
Christopher Atteo (238) | 262 | 262 | 262 | 0 | — | |||||||||||||||
Ciro Sanclemente (238) | 568 | 568 | 568 | 0 | — | |||||||||||||||
Damian Defex (238) | 2,220 | 2,220 | 2,220 | 0 | — | |||||||||||||||
Daniel Fred (238) | 650 | 650 | 650 | 0 | — | |||||||||||||||
Danial Claps (238) | 1,000 | 1,000 | 1,000 | 0 | — | |||||||||||||||
Daniel Lehman (238) | 570 | 570 | 570 | 0 | — | |||||||||||||||
David Ledoux (238) | 1,105 | 1,105 | 1,105 | 0 | — | |||||||||||||||
David Levine (238) | 920 | 920 | 920 | 0 | — | |||||||||||||||
David Rich (238) | 180 | 180 | 180 | 0 | — | |||||||||||||||
Declan T. McQuade (238) | 4,256 | 4,256 | 4,256 | 0 | — | |||||||||||||||
Dominic Carlo (238) | 2,323 | 2,323 | 2,323 | 0 | — | |||||||||||||||
Eric James (238) | 4,000 | 4,000 | 4,000 | 0 | — | |||||||||||||||
Eric Lyon (238) | 1,266 | 1,266 | 1,266 | 0 | — | |||||||||||||||
Evan S. Taub (238) | 8,251 | 8,251 | 8,251 | 0 | — | |||||||||||||||
Gregory Gassoso (238) | 1,250 | 1,250 | 1,250 | 0 | — | |||||||||||||||
Hany Awadalla (238) | 32,183 | 32,183 | 32,183 | 0 | — | |||||||||||||||
Jack Frank Bruscianelli (238) | 806 | 806 | 806 | 0 | — | |||||||||||||||
James Devary (238) | 3,331 | 3,331 | 3,331 | 0 | — | |||||||||||||||
James Eichner (238) | 5,857 | 5,857 | 5,857 | 0 | — | |||||||||||||||
Jean Gabriel Cocinescu (238) | 2,992 | 2,992 | 2,992 | 0 | — | |||||||||||||||
Jeremy Martin (238) | 4,140 | 4,140 | 4,140 | 0 | — | |||||||||||||||
Jillian L. Doyle (239) | 500 | 500 | 500 | 0 | — | |||||||||||||||
Joseph Gebron (238) | 1,600 | 1,600 | 1,600 | 0 | — | |||||||||||||||
Johnnie Jones (238) | 1,625 | 1,625 | 1,625 | 0 | — | |||||||||||||||
Jon Morin (238) | 225 | 225 | 225 | 0 | — | |||||||||||||||
Joseph Varvara (238) | 980 | 980 | 980 | 0 | — | |||||||||||||||
Joshua W. Van Dress (240) | 6,629 | 6,629 | 6,629 | 0 | — | |||||||||||||||
Ken Drekou (238) | 2,220 | 2,220 | 2,220 | 0 | — | |||||||||||||||
Kevin Bostory (238) | 700 | 700 | 700 | 0 | — | |||||||||||||||
Lisa Bowers (239) | 500 | 500 | 500 | 0 | — |
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Shares Beneficially Owned Prior to the Offering | Shares Being Offered | Shares Beneficially Owned After the Offering | ||||||||||||||||||
Name of Selling Stockholder | Total (1) | Issuable Pursuant to Warrants (2) | Number | Percent | ||||||||||||||||
Manuel Klemm (238) | 75 | 75 | 75 | 0 | — | |||||||||||||||
Marc Goldstein (238) | 5,495 | 5,495 | 5,495 | 0 | — | |||||||||||||||
Mark Gassoso (238) | 2,600 | 2,600 | 2,600 | 0 | — | |||||||||||||||
Matthew Fleissner (238) | 1,640 | 1,640 | 1,640 | 0 | — | |||||||||||||||
Michael Mullen (238) | 13,765 | 13,765 | 13,765 | 0 | — | |||||||||||||||
Michael Burkoff (238) | 4,147 | 4,147 | 4,147 | 0 | — | |||||||||||||||
Nathaniel Clay (238) | 5,645 | 5,645 | 5,645 | 0 | — | |||||||||||||||
Omar Rajjoub (238) | 940 | 940 | 940 | 0 | — | |||||||||||||||
Felippe Teixeira Alves (238) | 2,352 | 2,352 | 2,352 | 0 | — | |||||||||||||||
Philip M. Rodriguez (238) | 7,854 | 7,854 | 7,854 | 0 | — | |||||||||||||||
Randy Abbas (238) | 3,612 | 3,612 | 3,612 | 0 | — | |||||||||||||||
Randy S. Weiner (238) | 225 | 225 | 225 | 0 | — | |||||||||||||||
Renos Gordos (238) | 87 | 87 | 87 | 0 | — | |||||||||||||||
Rodney Laveau (238) | 2,250 | 2,250 | 2,250 | 0 | — | |||||||||||||||
Roger A. Monteforte (238) | 110,000 | 110,000 | 110,000 | 0 | — | |||||||||||||||
Russ Zalatamo (238) | 11,873 | 11,873 | 11,873 | 0 | — | |||||||||||||||
Sean Hosein (238) | 525 | 525 | 525 | 0 | — | |||||||||||||||
Stephen Jones (238) | 275 | 275 | 275 | 0 | — | |||||||||||||||
Terrence Reagan (238) | 1,231 | 1,231 | 1,231 | 0 | — | |||||||||||||||
John Thomas Holly (238) | 1,266 | 1,266 | 1,266 | 0 | — | |||||||||||||||
Tuan Phan (238) | 4,825 | 4,825 | 4,825 | 0 | — | |||||||||||||||
Vincent D’Albora (238) | 1,400 | 1,400 | 1,400 | 0 | — | |||||||||||||||
Wade T. Papapanagiotu (238) | 10,211 | 10,211 | 10,211 | 0 | — | |||||||||||||||
Wayde Walker (238) | 6,079 | 6,079 | 6,079 | 0 | — | |||||||||||||||
Total | 11,456,493 | 1,626,398 | 11,456,493 | 0 | — |
1 | Reflects shares beneficially owned by the selling stockholder, including the shares in the column immediately to the right which may be acquired by the selling stockholder pursuant to the exercise of warrants beneficially owned by the selling stockholder. |
2 | Reflects solely shares which may be acquired by the selling stockholder pursuant to the exercise of warrants beneficially owned by the selling stockholder. |
3 | Don Whaley and Mary G. Whaley are the Managers of 3MD Partnership Ltd. and, as such, hold voting and investment power with respect to these shares. |
4 | Stewart Ackerman is the President of Ackerman Partners LP and, as such, holds voting and investment power with respect to these shares. |
5 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
6 | We have been advised that as of December 1, 2014, the selling stockholder sold 234,974 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
7 | Farah Champsi, Edward Penhoet and Edward Hurwitz (collectively known as “the Principals”) are directors of Alta BioPharma Management III, LLC which is the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG. Voting and investment decisions for Alta BioPharma Partners III GmbH & Co. Beteiligungs KG is made by a majority vote of the Principals. |
8 | Farah Champsi, Edward Penhoet and Edward Hurwitz (collectively known as “the Principals”) are directors of Alta BioPharma Management III, LLC which is the general partner of Alta BioPharma Partners III, L.P. Voting and investment decisions for Alta BioPharma Partners III, L.P. is made by a majority vote of the Principals. |
9 | Farah Champsi, Edward Penhoet and Edward Hurwitz (collectively known as “the Principals”) are managers of Alta Embarcadero BioPharma Partners III, LLC. Voting and investment decisions for Alta Embarcadero BioPharma Partners III, LLC is made by a majority vote of the Principals. |
10 | Frank Richter is an Authorized Officer, Frank Titus is a General Manager and Wolfgang Schütt is the President of Division Effect Pigments of Altana Innovationsfonds GmbH and, as such, when acting as a majority, holds voting and investment power with respect to these shares. |
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11 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
12 | The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. |
13 | Irving Applebaum is the Chief Financial Officer of the Applebaum Family Ltd Partnership and, as such, holds voting and investment power with respect to these shares. |
14 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,800 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
15 | Achyut Sahasrabudhe is the Chief Executive Officer of Ashnik Management LLC and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 30,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
16 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
17 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
18 | Charles M. Cazett is the President of C&F Equipment Inc. and, as such, holds voting and investment power with respect to these shares. |
19 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
20 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
21 | We have been advised that as of December 1, 2014, the selling stockholder sold 13,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
22 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
23 | David Cherry is the Managing Director of Cherry Pipes Ltd, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
24 | William Childers and Dolores Childers are the trustees of the Childers Living Trust and, as such, hold voting and investment power with respect to these shares. |
25 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
26 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
27 | Chris Clericuzio and Jamie Clericuzio are the trustees of the Clericuzio Family Revocable Trust, and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
28 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
29 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
30 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
31 | We have been advised that as of December 1, 2014, the selling stockholder sold 15,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
32 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
33 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
34 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
35 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
36 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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37 | We have been advised that as of December 1, 2014, the selling stockholder sold 1,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
38 | Dr. David Shively is the control person of the David D. Shively Rev With Preservation Trust and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
39 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
40 | David Walker is the trustee of the David S. Walker Revocable Trust, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
41 | Deerfield MGMT, L.P. is the General Partner (“Deerfield MGMT”), and Deerfield Management Company, L.P. (“Deerfield Management”) is the Investment Advisor, of Deerfield Special Situations International Master Fund, L.P. James E. Flynn is the President of the General Partners of Deerfield MGMT and Deerfield Management, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 255,071 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014 and as of January 1, 2015, had transferred all warrants held by such selling stockholder to Deerfield Special Situations Fund, L.P. |
42 | Deerfield MGMT, L.P. is the General Partner (“Deerfield MGMT”), and Deerfield Management Company, L.P. (“Deerfield Management”) is the Investment Advisor, of Deerfield Special Situations Fund, L.P. James E. Flynn is the President of the General Partners of Deerfield MGMT and Deerfield Management, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 258,135 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014 and as of January 1, 2015, held warrants exercisable for an aggregate of 80,000 shares. |
43 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
44 | We have been advised that as of December 1, 2014, the selling stockholder sold 18,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
45 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,800 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
46 | We have been advised that as of December 1, 2014, the selling stockholder sold 60,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
47 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
48 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
49 | We have been advised that as of December 1, 2014, the selling stockholder sold 11,820 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
50 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
51 | Samuel Rosenberg is the Executive Director of Elmora Hebrew Center Inc.R and, as such, holds voting and investment power with respect to these shares. |
52 | Mark Sawyer is the President of Fidelity Lending Corporation and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
53 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
54 | Robert P. Gready is the Director of Food Consultancy and Inspection and, as such, holds voting and investment power with respect to these shares. |
55 | Fourth Avenue Capital Partners GP LLC is the General Partner of Fourth Avenue Capital Partners LP. The Managing Members of Fourth Avenue Capital Partners GP LLC hold voting and investment power with respect to these shares. The Managing Members of Fourth Avenue Capital Partners GP LLC are Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu. |
56 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
57 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
58 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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59 | Jack Frank is the President of Future, LLC and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
60 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
61 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
62 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
63 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
64 | Gerald A. Tomsic is the trustee of the Gerald A. Tomsic, Trustee Gerald A. Tomsic 1995 Revocable Trust and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
65 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
66 | We have been advised that as of December 1, 2014, the selling stockholder sold 12,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
67 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,060 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
68 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
69 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
70 | Mustafa Al Hassani is the Chief Executive Officer of Highpoint Realty LTD and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
71 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
72 | We have been advised that as of December 1, 2014, the selling stockholder sold 30,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
73 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
74 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
75 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
76 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
77 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
78 | We have been advised that as of December 1, 2014, the selling stockholder sold 16,800 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
79 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
80 | Jaye Venuti and Michael Yokoyama are the trustees of the Jaye Venuti and Michael Yokoyama Family Trust DOT and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
81 | Jaye Venuti and Michael Yokoyama are the Directors of the Jaye Venuti DDS and Michael Yokoyama, DDS, PDC Defined Benefit Plan and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 15,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
82 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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83 | Jerry Rupiper is the trustee of the Jerome & Maureen Rupiper Living Trust and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
84 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
85 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
86 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
87 | We have been advised that as of December 1, 2014, the selling stockholder sold 9,800 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
88 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
89 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
90 | We have been advised that as of December 1, 2014, the selling stockholder sold 15,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
91 | We have been advised that as of December 1, 2014, the selling stockholder sold 30,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
92 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
93 | We have been advised that as of December 1, 2014, the selling stockholder sold 13,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
94 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
95 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
96 | Linda M. Vogel is the Manager of the Johnson & Johnson Development Corporation and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 443,691 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
97 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
98 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
99 | We have been advised that as of December 1, 2014, the selling stockholder sold 7,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
100 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
101 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,750 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
102 | We have been advised that as of December 1, 2014, the selling stockholder sold 29,050 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
103 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
104 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
105 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
106 | We have been advised that as of December 1, 2014, the selling stockholder sold 60,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
107 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
108 | Paul J. Coviello is the Managing Partner of Linden Growth Partners, LP and, as such, holds voting and investment power with respect to these shares. The selling stockholder has indicated that it is an affiliate of a broker-dealer and has represented that it acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. We have been advised that as of December 1, 2014, the selling stockholder sold 70,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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109 | The selling stockholder has indicated that she is an affiliate of a broker-dealer and has represented that she acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. We have been advised that as of December 1, 2014, the selling stockholder sold 50,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
110 | Burton Paull is the President of Llano Resources Inc. and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 32,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
111 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
112 | Donald Moes is the General Partner of M. Butte Ltd. and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 30,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
113 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
114 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
115 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
116 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
117 | Martin Stallone is the trustee of Martin and Teri Stallone Tenants in the Entirety and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
118 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
119 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
120 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
121 | Dominque Semon is an owner at Merlin Biomed Private Equity Fund, L.P. and, as such, holds voting and investment power with respect to these shares. We have been advised that as of January 1, 2015, the selling stockholder had transferred all warrants to OTA LLC. |
122 | We have been advised that as of December 1, 2014, the selling stockholder sold 1,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
123 | The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. |
124 | Michael Robson and Ida Robson are the control persons of Michael and Ida Robson JTWROS and, as such, hold voting and investment power with respect to these shares. |
125 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
126 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
127 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
128 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
129 | Billy Fouch is the control person of the MTC IRA FBO Billy Fouch and, as such, holds voting and investment power with respect to these shares. |
130 | Daniel Wickard is the control person of the MTC IRA FBO Daniel Wickard and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
131 | Gary Kostelec is the control person of the MTC IRA FBO Gary Kostelec and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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132 | Gary L. Biermann is the control person of the MTC IRA FBO Gary L. Biermann and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 8,400 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
133 | Jack Pirkey is the control person of the MTC IRA FBO Jack Pirkey and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,700 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
134 | James R. Muldoon is the control person of the MTC IRA FBO James R. Muldoon and, as such, holds voting and investment power with respect to these shares. |
135 | Joseph Tierney is the control person of the MTC IRA FBO Joseph Tierney and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
136 | Kenton L. Eiffert is the control person of the MTC IRA FBO Kenton L. Eiffert and, as such, holds voting and investment power with respect to these shares. |
137 | Martin Rosenwasser is the control person of the MTC IRA FBO Martin Rosenwasser and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
138 | Michael Accardi is the control person of the MTC IRA FBO Michael Accardi and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
139 | Michael Cullen is the control person of the MTC IRA FBO Michael Cullen and, as such, holds voting and investment power with respect to these shares. |
140 | Normand F. Smith is the control person of the MTC IRA FBO Normand F. Smith and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 59,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
141 | Richard Andrews is the control person of the MTC IRA FBO Richard Andrews and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
142 | Robert Gordon is the control person of the MTC IRA FBO Robert Gordon and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
143 | Ronald Finestone is the control person of the MTC IRA FBO Ronald Finestone and, as such, holds voting and investment power with respect to these shares. |
144 | Stanley Michael Rein is the control person of the MTC IRA FBO Stanley Michael Rein and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,200 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
145 | Stefan Nowina is the control person of the MTC IRA FBO Stefan Nowina and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 15,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
146 | Steven J. Vuyovich is the control person of the MTC IRA FBO Steven J. Vuyovich and, as such, holds voting and investment power with respect to these shares. |
147 | Sydelle Rosenwasser is the control person of the MTC IRA FBO Sydelle Rosenwasser and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
148 | William Newell is the control person of the MTC IRA FBO William Newell and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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149 | Arthur W. Chick is the control person of the MTC Roth IRA FBO Arthur W. Chick and, as such, holds voting and investment power with respect to these shares. The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. |
150 | James W. Robertson is the control person of the MTC Roth IRA FBO James W. Robertson and, as such, holds voting and investment power with respect to these shares. |
151 | Kristi K. Olson is the control person of the MTC Roth IRA FBO Kristi K. Olson and, as such, holds voting and investment power with respect to these shares. |
152 | Michael Nelson is the control person of the MTC Roth IRA FBO Michael Nelson and, as such, holds voting and investment power with respect to these shares. |
153 | Michael D. Johnson is the control person of the MTC SEP IRA FBO Michael D. Johnson and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
154 | George W. Naylor is the control person of the MTC SEP IRA FBO George W. Naylor and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
155 | Johnathan Coleman is the control person of the MTC SEP IRA FBO Johnathan Coleman and, as such, holds voting and investment power with respect to these shares. |
156 | Lewis W. Wadsworth is the control person of the MTC SEP IRA FBO Lewis W. Wadsworth and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
157 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
158 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
159 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
160 | Sten Scheiby, Göran Ando, Jørgen Boe, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen are Directors of Novo A/S and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder had been issued 5,431 shares of common stock pursuant to a net exercise of the warrants held by such selling stockholder and that as of December 1, 2014, the selling stockholder sold 230,762 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
161 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
162 | We have been advised that as of December 1, 2014, the selling stockholder sold 12,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
163 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
164 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
165 | Peter A Feinstein is the President of the Peter A. Feinstein MD PC PSP and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 102,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
166 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
167 | Peter Beck is the trustee of the Peter Beck Revocable Trust, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
168 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
169 | Michael Sjöström is the Chief Investment Officer of Pictet Biotech, and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 458,585 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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170 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
171 | Daniel R. Monks is the Chief Executive Officer and Manager of R.E. Monks Construction Company and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
172 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
173 | We have been advised that as of December 1, 2014, the selling stockholder sold 30,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
174 | We have been advised that as of December 1, 2014, the selling stockholder sold 29,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
175 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
176 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
177 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
178 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
179 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
180 | We have been advised that as of December 1, 2014, the selling stockholder sold 9,800 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
181 | The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
182 | We have been advised that as of December 1, 2014, the selling stockholder sold 253 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
183 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
184 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
185 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
186 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
187 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
188 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
189 | Kris H. Jenner is the Manager of Rock Springs Capital Master Fund LP and, as such, holds voting and investment power with respect to these shares. |
190 | We have been advised that as of December 1, 2014, the selling stockholder sold 13,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
191 | We have been advised that as of December 1, 2014, the selling stockholder sold 6,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
192 | Robert B. Goergen is the Managing Member of Ropart Investments LLC and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 3,360 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
193 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
194 | Jimmie Lee Stewart is the President of S&S Motors, Inc. and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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195 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
196 | We have been advised that as of December 1, 2014, the selling stockholder sold 9,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
197 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,200 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
198 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,850 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
199 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
200 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
201 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
202 | Ronald T. Evans is the President of Sooner Ranch Investments, LP and, as such, Mr. Evans and his wife, Patricia A. Evans, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 2,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
203 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
204 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
205 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
206 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
207 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
208 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
209 | Steven Helman is the trustee of the Steven Helman Revocable Trust and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 32,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
210 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
211 | John Maddux is the President of Sunstone Partners, LLC and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
212 | T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser with power to direct investments and/or sole power to vote the securities owned by T. Rowe Price Health Sciences Fund, Inc. For purposes of reporting requirements of the Securities Exchange Act of 1934, TRPA may be deemed to be the beneficial owner of all of the shares listed herein; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is the wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. TRPA analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser (“Price Funds”) as well as other managed funds and institutional and private counsel clients who have delegated such responsibility to T. Rowe Price. Once the Proxy Committee establishes its recommendations, they are distributed to the firm’s portfolio managers as voting guidelines. For the registered investment companies sponsored and managed by T. Rowe Price, the portfolio manager of each fund has ultimate responsibility for the voting decisions for proxies relating to voting securities held by the fund. The portfolio manager of the Fund is Taymour Tamaddon. More information on T. Rowe Price’s proxy voting policies and procedures is available on T. Rowe Price’s website (http://www.troweprice.com) and in the Price Funds’ Statement of Additional Information, which is filed with the SEC. We have been advised that as of December 1, 2014, the selling stockholder sold 275,471 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
213 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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214 | Robert L. Bahr is the trustee of the General Partner of The Bahr Family Limited Partnership and, as such, holds voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 14,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
215 | Kurt Konrad Hans von Emster III is the trustee of The Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005 and, as such, holds voting and investment power with respect to these shares. |
216 | Alan H. Lund and Irene Lund are the trustees of The Lund Family Marital Trust, u/a/d July 7, 1995 as amended and, as such, hold voting and investment power with respect to these shares. |
217 | Robert L. Bahr is the trustee of The Robert L. Bahr Revocable Trust and, as such, holds voting and investment power with respect to these shares. |
218 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
219 | We have been advised that as of December 1, 2014, the selling stockholder sold 20,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
220 | We have been advised that as of December 1, 2014, the selling stockholder sold 35,962 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
221 | We have been advised that as of December 1, 2014, the selling stockholder sold 8,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
222 | We have been advised that as of December 1, 2014, the selling stockholder sold 2,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
223 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
224 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
225 | Jonathan Bernard Fassberg is the Chief Executive Officer, of Trout Partners LLC, and, as such, holds voting and investment power with respect to these shares. |
226 | Venrock Partners Management LLC is the General Partner of Venrock Associates IV, L.P. Brian D. Ascher, Michael C. Brooks, Anthony B. Evnin, Anders D. Hove, Bryan E. Roberts and Michael F. Tyrrell are Members of Venrock Partners Management LLC, and, as such, hold voting and investment power with respect to these shares. |
227 | Venrock Partners Management LLC is the General Partner of Venrock Entrepreneurs Fund IV, L.P. Brian D. Ascher, Michael C. Brooks, Anthony B. Evnin, Anders D. Hove, Bryan E. Roberts and Michael F. Tyrrell are Members of Venrock Partners Management LLC, and, as such, hold voting and investment power with respect to these shares. |
228 | Venrock Partners Management LLC is the General Partner of Venrock Partners, L.P. Brian D. Ascher, Michael C. Brooks, Anthony B. Evnin, Anders D. Hove, Bryan E. Roberts and Michael F. Tyrrell are Members of Venrock Partners Management LLC, and, as such, hold voting and investment power with respect to these shares. |
229 | We have been advised that as of December 1, 2014, the selling stockholder sold 10,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
230 | Versant Ventures II, LLC is the General Partner of Versant Affiliates Fund II-A, L.P and has the authority to vote for or dispose of the shares held by Versant Affiliates Fund II-A, L.P. The Managing Directors of the General Partners are Brian Atwood, Sam Colella, Ross Jaffe, Bill Link, Barbara Lubash, Don Milder, Rebecca Robertson, Charles Warden and Brad Bolzon and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 19,358 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
231 | Versant Ventures II, LLC is the General Partner of Versant Side Fund II L.P. and has the authority to vote for or dispose of the shares held by Versant Side Fund II L.P. The Managing Directors of the General Partners are Brian Atwood, Sam Colella, Ross Jaffe, Bill Link, Barbara Lubash, Don Milder, Rebecca Robertson, Charles Warden and Brad Bolzon and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 9,116 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
232 | Versant Ventures II, LLC is the General Partner of Versant Venture Capital II, L.P. and has the authority to vote for or dispose of the shares held by Versant Venture Capital II, L.P. The Managing Directors of the General Partners are Brian Atwood, Sam Colella, Ross Jaffe, Bill Link, Barbara Lubash, Don Milder, Rebecca Robertson, Charles Warden and Brad Bolzon and, as such, hold voting and investment power with respect to these shares. We have been advised that as of December 1, 2014, the selling stockholder sold 1,020,127 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
233 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
234 | We have been advised that as of December 1, 2014, the selling stockholder sold 4,340 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
235 | We have been advised that as of December 1, 2014, the selling stockholder sold 40,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
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236 | We have been advised that as of December 1, 2014, the selling stockholder sold 3,500 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
237 | We have been advised that as of December 1, 2014, the selling stockholder sold 5,000 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
238 | The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. |
239 | The selling stockholder has indicated that she is an affiliate of a broker-dealer and has represented that she acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. |
240 | The selling stockholder has indicated that he is an affiliate of a broker-dealer and has represented that he acquired the shares offered hereby in the ordinary course of business and at the times of the acquisition did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares. We have been advised that as of December 1, 2014, the selling stockholder had been issued 1,894 shares of common stock pursuant to a net exercise of the warrants held by such selling stockholder and that as of December 1, 2014, the selling stockholder sold 1,894 shares pursuant to our final prospectus on Form 424(b)(3) (File No. 333-192617) as filed with the SEC on January 6, 2014. |
The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
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• | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted by applicable law. |
The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.
The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available
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to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.
LEGAL MATTERS
The validity of the shares of common stock being offered by this prospectus has been passed upon for us by Cooley LLP, Palo Alto, California.
Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement under the Securities Act with respect to the shares of common stock being offered by this prospectus. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information about us and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, NE, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
We are subject to the information reporting requirements of the Exchange Act, and are required to file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information are available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at www.cymabay.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our common stock. We have included our website address in this prospectus solely as an inactive textual reference.
INFORMATION INCORPORATED BY REFERENCE
We are allowed to incorporate by reference information contained in documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents and that the information in this prospectus is not complete and you should read the information incorporated by reference for more detail. Information in this prospectus supersedes information incorporated by reference that we filed with the Commission prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus.
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We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, and (ii) from the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus (other than Current Reports or portions thereof furnished under Item 2.02 or 7.01 of Form 8-K):
• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 31, 2014; |
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014, and September 30, 2014, filed with the SEC on May 15, 2014, August 14, 2014, and November 14, 2014, respectively; |
• | Our Current Reports on Form 8-K filed with the SEC on January 8, 2014, January 13, 2014, February 21, 2014, June 6, 2014, November 12, 2014, December 29, 2014 and January 12, 2015; and |
• | The description of our common stock set forth in the registration statement on Form 8-A registering our common stock under Section 12 of the Exchange Act, which was filed with the Commission on June 16, 2014, including any amendments or reports filed for purposes of updating such description. |
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that is incorporated by reference in this prospectus but not delivered with this prospectus, including exhibits that are specifically incorporated by reference in such documents. You may request a copy of such documents, which will be provided to you at no cost, by writing or telephoning us at the following address or telephone number:
CymaBay Therapeutics, Inc.
7999 Gateway Blvd., Suite 130
Newark, CA 94560
(510) 293-8800
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document. Any statement contained in a document incorporated in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.
Copies of the documents incorporated by reference may also be found on our website at www.cymabay.com. Except with respect to the documents expressly incorporated by reference above which are accessible at our website, the information contained on our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus.
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11,456,493 Shares
Common Stock
PROSPECTUS
January 21, 2015