UNDERWRITING
SVB Leerink LLC is acting as sole underwriter, and sole bookrunning manager for this offering. Subject to the terms and conditions set forth in the underwriting agreement among us and the underwriter, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, 4,562,044 shares of our common stock.
Subject to the terms and conditions set forth in the underwriting agreement, the underwriter has agreed to purchase all of the shares sold under the underwriting agreement if any of the shares are purchased.
We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make in respect of those liabilities.
The underwriter is offering the shares, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel, including the validity of the shares, and subject to other conditions contained in the underwriting agreement, such as the receipt by the underwriter of officers’ certificates and legal opinions. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Discounts and Commissions
The underwriter has advised us that it proposes initially to offer the shares to the public at the initial public offering price set forth on the cover page of this prospectus supplement and to dealers at that price less a concession not in excess of $0.29592 per share. After the initial offering of the shares, the public offering price, concession or any other term of this offering may be changed by the underwriter.
The following table shows the initial public offering price, underwriting discounts and commissions and proceeds, before expenses, to us.
| | | | | | | | |
| | Per Share | | | Total | |
Initial public offering price | | $ | 16.4400 | | | $ | 75,000,003 | |
Underwriting discounts and commissions | | $ | 0.4932 | | | $ | 2,250,000 | |
Proceeds, before expenses, to us | | $ | 15.9468 | | | $ | 72,750,003 | |
We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $250,000. We also have agreed to reimburse the underwriter for up to $10,000 for its FINRA counsel fee. In accordance with FINRA Rule 5110, this reimbursed fee is deemed underwriting compensation for this offering.
No Sales of Similar Securities
We have agreed that we will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend or otherwise transfer or dispose of, directly or indirectly, or submit to or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, (2) enter into any swap, hedging or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of SVB Leerink LLC for a period of 90 days after the date of this prospectus, subject to certain exceptions, or (3) publicly disclose the intention to do any of the foregoing.
S-10