The Offering
This Reoffer Prospectus relates to the public offering, which is not being underwritten, by the selling securityholders listed in this Reoffer
Prospectus, of up to 3,345,269 shares of Common Stock acquired by or issuable to selling securityholders pursuant to stock options assumed by the Company to the selling securityholders under the 2012 Plan. Subject to the satisfaction of any
conditions to vesting of the shares of Common Stock offered hereby pursuant to the terms of the relevant award agreements, and subject to the expiration of any lock-up restrictions pursuant to the
Companys bylaws and/or other agreements, the selling securityholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Common Stock covered by this Reoffer Prospectus through underwriters or dealers,
directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of the shares of Common Stock by the selling securityholders. The selling securityholders will bear all sales
commissions and similar expenses in connection with this offering. We will bear all expenses of registration incurred in connection with this offering, as well as any other expenses incurred by us in connection with the registration and offering
that are not borne by the selling securityholders.
Lock-Up Restrictions
The Shares are subject to the lock-up provision contained in our bylaws, which provides that the
selling stockholders (Lock-Up Holders) will not directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of any shares held by such selling stockholders or
issued upon the exercise of stock options (Lock-Up Shares), whether or not for value, either voluntarily or involuntarily or by operation of law, or to enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any right or interest owned by a person or any right or interest (including a beneficial interest) in, or the
ownership, control or possession of, the Lock-Up Shares during the period beginning on the Closing and ending at the close of business on February 12, 2022 (the
Lock-Up Period).
The restrictions described in the immediately preceding paragraph do
not apply to certain transfers and transactions, as described in the bylaws, provided that (i) in the case of any transfer or distribution pursuant to clauses (ii)-(vii) above, the shares transferred to any donee, distributee, transferee or
acquirer shall remain subject to the lock-up restrictions; and (ii) in the case of any transfer or distribution pursuant to clauses (ii)-(vii) above, (a) no filing under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or other public announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period and (b) such transfer or disposition shall not involve a disposition for value.
The
Lock-Up Period is also subject to early termination if (i) the Company has filed at least one quarterly report on Form 10-Q or annual report on Form 10-K (such filing date, the Filing Date) following the Closing Date and (ii) the last reported closing price of the Common Stock (such price, the Threshold Price) equals or exceeds
$12.00 per share for 20 out of any 30 consecutive trading days ending on or after the Filing Date, at which point 25% of the Lock-Up Holders Lock-Up Shares will be
released from these restrictions immediately prior to the opening of trading on the second trading day following such measurement period. Subject to the same terms described above, if the Threshold Price equals or exceeds $16.00, $20.00, and $24.00,
then an additional 25% of the Lock-Up Holders Lock-Up Shares will be released at each of those milestones (collectively, the Early Lock-Up Expiration).
If the Early Lock-Up Expiration
would occur when we are in a broadly applicable period during which trading in our securities would not be permitted under our insider trading policy (the Blackout Period), the Early Lock-Up
Expiration shall be delayed until immediately prior to the opening of trading on the second trading day following the first date that (i) we are no longer in a Blackout Period and (ii) the closing price of our Common Stock is at least
greater than the Threshold Price (Early Lock-Up Expiration Extension). Further, to the extent not released pursuant to the Early Lock-Up Expiration described
above, if (i) at least 120 days have elapsed since the Closing Date, (ii) we have publicly released our earnings results for the quarterly period during which the Closing occurred, and (iii) such restricted period is scheduled to end
during or within five trading days prior to the Blackout Period, such restricted period will end 10 trading days prior to the commencement of the Blackout Period. In the case of any Early Lock-Up Expiration or
Early Lock-Up Expiration Extension, we shall announce the date of such events through a major news service or on a Form 8-K at least one full trading day prior to the
opening of trading on the date of the Early Lock-Up Expiration or Early Lock-Up Expiration Extension.
Our board of directors may waive, amend, or repeal the above restrictions; however, any such action will require the unanimous approval by our
board of directors during the Lock-Up Period and majority approval following the Lock-Up Period. Any amendment to our bylaws
lock-up provision that adversely affects the rights of any Lock-Up Holder will require the written consent of the applicable
Lock-Up Holder. Additionally, if a discretionary release or waiver from the restrictions set forth above is granted to any stockholder, then each other Lock-Up
Holders Lock-Up Shares will be released on a pro rata basis from the restrictions hereunder, based on the number of securities held by the Lock-Up Holder
immediately following the Closing on an as-converted basis.