As filed with the Securities and Exchange Commission on September10, 2015February 5, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

FORM S-1UNDER

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

hopToHopTo, Inc.

(Exact name of registrant as specified in its charter)

1919 S. Bascom Avenue,6 Loudon Road, Suite 600
Campbell, CA 95008
200

Concord,NH 03301

(800) 472-7466

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jean-Louis Casabonne
Jonathon R. Skeels

Chief FinancialExecutive Officer
hopTo

HopTo, Inc.
1919 S. Bascom Avenue,

6 Loudon Road, Suite 600
Campbell, CA 95008
(800) 472-7466200

Concord,NH 03301

(408) 688-2674

(Name, Addressaddress, including zip code, and Telephone Numbertelephone number, including area code, of Agentagent for Service)service)

CopyWith Copies to:
Ben

Kenneth A. Schlesinger, Esq.

and

Jason D. Orlanski,Cabico, Esq.
Katherine J. Blair, Esq.
Manatt, Phelps & Phillips,

Olshan Frome Wolosky LLP
11355 West Olympic Boulevard
Los Angeles, CA 90064
(310) 312-4000
(310) 312-4224 Facsimile

1325 Avenue of the Americas

New York, NY 10019

(212) 451-2300

Approximate date of commencement of proposed sale to the public:From time to timeAs soon as practicable after the effective date of this Registration Statement.Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒[X]

If this Form is filed to registerregistered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933,please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, of 1933, check the following box and list the Securities Actact registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, of 1933, check the following box and list the Securities Actact registration statement number of the earlier effective registration statement for the same offering. ☐[  ]

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

The Registrantregistrant hereby amends this Registration Statementstatement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Actact of 1933 as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. The selling stockholdersThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling stockholderswe are not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER10, 2015FEBRUARY 5,2020

PRELIMINARY PROSPECTUS

HOPTO, INC.

64,717,123 Shares of Common StockSUBSCRIPTIONRIGHTS TO PURCHASE SHARES OF COMMON STOCK

This prospectus relates

We are conducting a rights offering in which we are distributing, at no charge, to the sale or other disposition from timeholders of our common stock and warrants, rights to time ofpurchase up to an aggregate of 64,717,1238,666,667 shares of our common stock, par value $0.0001 per share. Holders of our common stock and warrants will receive one right for each share of our common stock and for each share of common stock underlying each warrant, in each case, owned on the record date which is the close of business on       2020, which we refer to herein as the basic subscription privilege or rights. Unexercised rights will be transferable only to the extent that the shares of our common stock and warrants to which they are attached are transferred from and after the record date.

The cash exercise price of each basic subscription privilege is $0.30, which we refer to as the subscription price. This rights offering does not include an over-subscription privilege, and rights holders who fully exercise their basic subscription privilege will not be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that may remain unsubscribed as a result of any unexercised rights in the offering. A rights holder may only exercise rights in the aggregate for book-entry of whole numbers of shares of our common stock; no fractional shares of our common stock will be issued in this offering.

The rights are exercisable beginning on the date of this prospectus and will expire if they are not exercised by 5:00 p.m., Eastern Time, on 2020, the expiration date, unless we extend the offering period. You should carefully consider whether to exercise your rights before the expiration date. Rights that are not exercised by the persons describedexpiration date will expire and will have no value. All exercises of basic subscription privileges are irrevocable.

We have issued and outstanding warrants to purchase an aggregate 481,335 shares of our common stock at an exercise price of $0.01 per share. The warrants expire on May 21, 2023. The exercise price of the warrants is subject to adjustment upon the occurrence of certain events, such as a split or combination of our common stock or a reorganization or merger to which we are a party. Holders of our outstanding warrants will receive one right in this prospectus, whom we calloffering for each of the “selling stockholders,” identified inshares of common stock into which each warrant would otherwise be exercisable as set forth on the section entitled “Selling Stockholders” inface of the warrants held by each holder. Holders of the warrants are receiving rights pursuant to this prospectus, or their transferees. We are registering these sharesoffering as required by the terms of the registrationwarrants.

If any rights agreements betweenremain unexercised after the selling stockholdersexpiration of the rights offering, a consortium of accredited investors including all of our directors and us. Such registration does not mean thatled by Novelty Capital Partners LP, has agreed to purchase, at the selling stockholders will actually offer or sell any of these shares. We will not receive any proceedssubscription price, in a private backstop commitment transaction separate from the sale or other dispositionrights offering, up to $2.41 million of the shares of common stock offerednot subscribed for by rights holders pursuant to the selling stockholders.

The selling stockholders or their transferees may, from time to time, sell, transfer or otherwise dispose of any or allexercise of their sharessubscription rights. As of the record date, Novelty Capital beneficially owned approximately 14.0% of our common stockstock. Novelty Capital’s Managing Partner, Jonathon R. Skeels, is a member of our board and our Chief Executive Officer and Interim Chief Financial Officer. No fees or interestsother consideration will be paid by us to any of the investors in sharesconsideration of common stock onsuch backstop commitment. In light of the backstop commitment, we anticipate that we will receive gross proceeds of at least $2.41 million if the rights offering is completed, whether or not any stock exchange, market or trading facility on whichof the sharesrights 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. For additional information, you should refer to the section entitled “Plan of Distribution” of this prospectus. We are contractually obligated to pay all expenses of registration incurred in connection with this offering, except any underwriting discounts and commissions incurredexercised by the selling stockholders.rights holders.

Our common stock is currently quotedtraded on the OTC Bulletin BoardMarkets under the symbol “HPTO.” The closing salesOn          2020, the last reported sale price of our common stock on September 9, 2015 was $0.09$[●] per share. From the record date to the expiration date, our common stock will trade on the OTC Markets along with the associated rights as a trading unit under the symbol “HPTOU” and CUSIP         . If you transfer shares of our common stock before the expiration date and before exercising the rights attached to the transferred shares, the rights associated with those shares of our common stock will transfer along with the shares of our common stock under “HPTOXU” and CUSIP           . Following the exercise of the rights, the trading unit will terminate and the common stock to which the rights had attached will be traded separately from such rights under the symbol “HPTOX” and CUSIP      . Similarly, if you transfer our warrants before the expiration date and before exercising the rights attached to the warrants, the rights associated with those warrants will transfer along with warrants. If you exercise the rights and then transfer the common stock or warrants (as applicable) as to which the exercised rights originally attached, the new shares of our common stock issuable upon the exercise of the subscription privilege will be issued to you, and not any subsequent transferee of the underlying common stock or warrants. From and after the expiration date, all of our common stock will resume trading as “HPTO” under new CUSIP        .

ThisThe exercise of your rights and investment in our shares involves risks.a high degree of risk. You should refercarefully read the Risk Factors beginning on page 6, as well as the risk factors in any document we incorporate by reference into this prospectus before you make a decision as to the discussionexercise of risk factors, beginning on page7your rights.

(1) Before deducting estimated expenses of this prospectus.$                  .

Our board of directors is not making any recommendation regarding whether you should exercise your rights.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the accuracy or adequacy of this prospectus is truthful or complete.supplement. Any representation to the contrary is a criminal offense.

It is anticipated that delivery of the common stock purchased in this offering will be made by book-entry credit on or about        2020.

This

The date of this prospectus is          dated          , 20152020.

Table of ContentsTABLE OF CONTENTS

ABOUT THIS PROSPECTUS

As permitted under the rules of the Securities and Exchange Commission, or the SEC, this prospectus incorporates important business information about hopTo Inc. that is contained in documents that we file with the SEC, but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC atwww.sec.gov,as well as other sources. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

Before you invest in our securities, you should read carefully the registration statement (including the exhibits thereto) of which this prospectus forms a part, this prospectus, any prospectus supplement and the documents incorporated by reference into this prospectus or any accompanying prospectus supplement. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus.any free writing prospectus we may authorize to be delivered to you. We have not, and have not authorized anyone else, to provide you with different or additional information. We are not making an offer of securities in any state or differentother jurisdiction where the offer is not permitted. You should not assume that the information from that contained in this prospectus is accurate as of any date other than the date on the front of this prospectus regardless of its time of delivery, and you should not consider any information in this prospectus or in any documents incorporated herein by reference to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

Unless the context otherwise requires, “HopTo,” “Company,” “we,” “our” and “us” refer to HopTo, Inc. and its subsidiaries.

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about this offering. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about this offering. This prospectus and the documents we incorporate by reference contain more detailed descriptions of the terms and conditions of this offering and provide additional information about us and our business, including potential risks related to our business, this offering and our common stock.

What are we offering you?

We are issuing to the holders of our common stock and warrants as of the close of business on 2020, which we refer to as therecord date, rights to subscribe for an aggregate of up to 8,666,667 shares of our common stock. Each holder, who we refer to as arights holder or you, is being issued one right for each share of our common stock and for each share of common stock underlying each warrant, in each case, owned on the record date (1 for 1), which we refer to as thebasic subscription privilegeor asrights. Each basic subscription privilege entitles you to purchase 0.83 shares of our common stock at a cash price of $0.30 per whole share, which we refer to as thesubscription price. Your basic subscription privilege may only be exercised in the aggregate for whole numbers of shares of our common stock; no fractional shares of our common stock will be issued in this offering. Any fractional shares will be rounded down to the nearest whole share of common stock and any excess subscription payments will be returned by the subscription agent.

Why are my shares trading as “HPTOU” instead of “HOPTO”?

Your shares are trading on the OTC Markets under the symbol “HPTOU” because that symbol denotes that your shares are trading with the rights attached from the record date until the earliest of (a) 5:00 p.m. New York time on 2020, or theexpiration date, (b) your exercise of your rights or (c) termination of this offering. At the conclusion of this rights offering, all of our common stock will once again trade under the symbol “HPTO” indicating that those shares no longer have rights attached.

If you exercise your rights before the expiration date, your shares as to which you exercised your rights will trade under the symbol “HPTOX” to convey to the market that the rights with respect to your shares have been exercised.

Is there an over-subscription privilege?

No. We have not included an over-subscription privilege to purchase additional shares of our common stock that may remain unsubscribed as a result of any unexercised basic subscription rights after the expiration of the offering. Pursuant to the Backstop Agreement, the backstop providers have agreed to purchase, at the subscription price, in a private transaction separate from the rights offering, any and all shares of common stock not subscribed for by rights holders pursuant to the exercise of their rights.

Why are we conducting this offering?

We are conducting this offering in order to raise additional capital and to improve and strengthen our balance sheet and liquidity position. We intend to use the net proceeds of this offering, and the commitment of a consortium of investors to purchase up to $2.41 million of our common stock pursuant to this rights offering, or theBackstop Commitment, for general corporate purposes, which may include acquisitions.

Our board of directors considered and evaluated a number of factors relating to this offering, including:

The Backstop Agreement, dated as of January 31, 2020, and entered into with a consortium of investors led by Novelty Capital Partners LP (“Novelty Capital”), or theBackstop Agreement, was reviewed, negotiated and approved by our board of directors with Jonathon R. Skeels, Novelty Capital’s Managing Partner, a member of our board and our Chief Executive Officer and Interim Chief Financial Officer, recusing himself.

How was the subscription price determined?

The $0.30 subscription price was set by our board of directors as a result of negotiations with Novelty Capital as the largest investor in the Backstop Commitment. The factors considered by our board of directors and the process our board of directors undertook to review, consider and approve the subscription price are discussed in “The Rights Offering—Reasons for the Rights Offering” and “Determination of the Offering Price.”

Am I required to exercise the rights I receive in this prospectus.offering?

No. You may exercise any number of your rights or you may choose not to exercise any of your rights. However, if you choose not to exercise your rights or you exercise less than your full amount of rights and other stockholders fully exercise their rights, the percentage of our common stock owned by other stockholders will increase relative to your ownership percentage, and your voting and other rights in HopTo will likewise be diluted.

What are the rights?

The rights give holders of our common stock and warrants as of the record date the opportunity to purchase 0.83 shares of our common stock for every right held at a subscription price of $0.30 per whole share, however (a) rights may be exercised in aggregate only to purchase whole book-entry shares of our common stock and (b) the total subscription price payable upon any exercise of rights will be rounded to the nearest whole cent.

You will receive one right for each one of our shares of common stock for each share of common stock underlying each warrant you owned as of the record date. For example, if you owned 100 shares of our common stock or a warrant exercisable for 100 shares of common stock as of the record date, in either case, your rights would entitle you to purchase a total of 83 shares of our common stock for a total subscription price of $24.90 (after rounding to the nearest whole cent). Subject to the limitations described in this prospectus, you may exercise some or all of your rights, or you may choose not to exercise any rights at all.

May I transfer my rights if I do not want to purchase any shares?

No. The rights attach to our shares of common stock or warrants and are not separately transferable. Transfer of ownership of a share of our common stock or our warrants, however, after the record date and before the earlier of the expiration date or when the right associated with such share is exercised will also transfer ownership of the right attached to such share or warrant.

Can I sell my shares after I have exercised my rights?

Yes. After you exercise your rights, the shares of common stock will have a new CUSIP       and will be freely tradable and quoted on the OTC Markets under the symbol “HPTOX,” where our common stock currently trades. After the expiration date, all of our common stock will have this CUSIP and will trade under the symbol “HPTO”.

If I purchase shares after commencement of the Rights Offering, will I be able to participate in the Rights Offering?

Yes, if the shares of common stock you have purchased still have the rights attached. Shares that have rights attached trade under the symbol “HPTOU” and have CUSIP          . Since stock trades may take two business days to settle, please note that if you purchase shares late in the Rights Offering period, you may not receive your shares in time to exercise the attached rights. We are under no obligation, and have no intention, to adjust our procedures to accommodate holders who acquire shares after the Rights Offering has commenced.

How do I exercise my rights if my shares of common stock are held in the name of a broker, dealer, custodian bank or other nominee?

If you hold your shares of our common stock in the name of a broker, dealer, custodian bank or other nominee who uses the services of The Depository Trust Company, orDTC, DTC will credit one right to your nominee record holder for each share of our common stock that you beneficially owned as of the record date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

If I hold my shares in the name of a broker, dealer, custodian bank or other nominee, how do I pay the subscription price for my rights?

You must have sufficient funds in your account, and your broker, dealer, custodian bank or other nominee will charge your account for your subscription price. Your broker will then pay money on your account to DTC. After the offering, DTC will credit funds to our transfer agent who will ultimately wire the proceeds of this offering to us.

How do I exercise my rights if my shares of common stock or warrants are held in my name?

If you hold your shares of our common stock or warrants in your name and you wish to participate in this offering, you must deliver a properly completed and duly executed rights certificate to the subscription agent and deliver all other required subscription documents, together with payment of the full subscription price, to the subscription agent before 5:00 pm Eastern time on 2020, which we refer to as theexpiration date.

Please follow the delivery instructions on the rights certificate. Do not deliver documents to us. You are solely responsible for completing delivery to the subscription agent of your rights certificate, all other required subscription documents and subscription payment. You should assumeallow sufficient time for delivery of your subscription materials to the subscription agent so that the subscription agent receives them by the expiration date. See “To whom should I send my forms and payment?” below.

If you send a payment that is insufficient to purchase the number of shares of our common stock you requested, or if the number of shares of our common stock you requested is not specified in the forms, the payment received will be applied to exercise your rights to the fullest extent possible based on the amount of the payment received pursuant to your rights. Any payment that is received but not so applied will be refunded to you without interest (subject to the rounding of the amount so applied to the nearest whole cent).

If I hold my shares or warrants in my own name and not through a broker, dealer, custodian bank or other nominee, what form of payment is required to purchase shares of common stock?

As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in U.S. currency. The subscription price must be paid by the electronic transfer of funds to Broadridge Corporate Issuer Solutions Inc., the subscription agent.

How soon must I act to exercise my rights?

If your shares of our common stock or warrants are registered in your name and you elect to exercise any or all of your rights, the subscription agent must receive your properly completed and duly executed rights certificate or the transfer of your rights by DTC, as applicable, all other required subscription documents and full subscription payment before the expiration date. If you hold your shares in the name of a broker, dealer, custodian bank or other nominee, your nominee may establish an earlier deadline before the expiration date by which time you must provide the nominee with your instructions and payment to exercise your rights. Although our board of directors, or a committee thereof, may extend the expiration date (which extension requires the consent of the backstop providers if it results in this offering remaining open for more than 30 days), it currently does not intend to do so.

Although we will make reasonable attempts to provide this prospectus to our stockholders to whom rights are distributed, this offering and all rights will expire at the expiration date, whether or not we have been able to locate and deliver this prospectus to all such stockholders.

After I exercise my rights, can I change my mind?

No. Once you have exercised your rights, you may not revoke such exercise in whole or in part. Accordingly, any exercise of rights will constitute a binding commitment to purchase and pay for the shares of our common stock issuable upon such exercise, regardless of any changes in the value of such shares, in our business, financial condition, results of operations or future prospects or in your individual circumstances.

Can this offering be cancelled or extended?

Yes. Our board of directors may continue to explore and evaluate other potential alternative financing transactions that would qualify as “superior transactions” as defined in the Backstop Agreement. This offering may only be terminated with the consent of the backstop providers or after the termination of the Backstop Agreement in accordance with its terms. If we withdraw or terminate this offering, neither we nor the subscription agent will have any obligation with respect to rights that have been exercised except to return, without interest or deduction, any subscription payments the subscription agent received from you. If we were to cancel this offering, any money received from subscribing stockholders and warrant holders would be returned promptly, without interest or penalty, and we would not be obligated to issue shares of our common stock to holders who have exercised their rights prior to termination. In addition, we may extend the period for exercising the rights, subject to the terms of the Backstop Agreement, including that any extension that results in this offering remaining open for more than 30 days requires the consent of the backstop providers.

Has our board of directors made a recommendation to our stockholders and warrant holders regarding the exercise of rights under this offering?

No. Our board of directors has not made, nor will they make, any recommendation to you regarding the exercise of rights in this offering. We cannot predict the price at which our shares of common stock will trade after this offering. You should make an independent investment decision about whether or not to exercise your rights. Stockholders and warrant holders who exercise rights risk losing the new money invested. We cannot assure you that the market price for our common stock will remain above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. If you do not exercise or sell your rights, you will lose any value represented by your rights, and if you do not exercise your rights in full, your percentage ownership interest and related rights in HopTo will be diluted.

You should not view the intentions the members of our board of directors as investors in the Backstop Commitment as a recommendation or other indication by them to you regarding whether exercising your rights is or is not in your best interests.

Are there any risks associated with this offering?

Stockholders and warrant holders who exercise their rights will incur investment risk on new money invested. The stock market and, in particular, our common stock price, has experienced significant volatility recently. As a result, the market price for our common stock may be volatile. This offering will increase the number of outstanding shares of our common stock (assuming the exercise of the rights in full) by approximately 83% and the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. The market price of our common stock will depend on many factors, which may change from time to time, including our financial condition, performance, creditworthiness and prospects, future sales of our securities and other factors. Volatility in the market price of our common stock may prevent you from being able to sell our common stock when you want or at prices you find attractive. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of this offering and the information contained in, or incorporated by reference into, this prospectus is accurate only as of any date on the front cover of this prospectus or the date of the document incorporated by reference, as applicable, regardless of the time of delivery of this prospectus or any exercise of the subscription rights. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to the “Company,” “the registrant,” “we,” “us,” and “our” mean hopTo Inc., a Delaware corporation, together with our consolidated subsidiaries, including GraphOn Corporation, a Delaware corporation, unless the context otherwise requires.

hopTo® and GO-Global®, among others, are registered trademarks of hopTo Inc., or its subsidiaries.

FORWARD-LOOKING INFORMATION

This prospectus includes, in addition to historical information, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. Our forward-looking statements relate to future events or our future performance and include, but are not limited to, statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy of our funding. Other statements contained in this prospectus that are not historical facts are also forward-looking statements. free writing prospectus.You can sometimes identify forward-looking statements by our use of forward-looking words like “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “seeks,” “predicts,” “potential,” or “continue” or the negative of these terms and other similar expressions and terminology.

We caution investors that any forward-looking statements presented in this prospectus, or that we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Although we believe that the plans, objectives, expectations and intentions reflected in or suggested by our forward- looking statements are reasonable, those statements are based only on the current beliefs and assumptions of our management and on information currently available to us and, therefore, they involve uncertainties and risks as to what may happen in the future. Accordingly, we cannot guarantee that our plans, objectives, expectations or intentions will be achieved. Our actual results, performance (financial or operating) or achievements could differ from those expressed in or implied by any forward-looking statement in this prospectus as a result of many known and unknown factors, many of which are beyond our ability to predict or control, and those differences may be material. Some ofshould carefully consider the risks, and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements includeamong other things, described under the following:

For further discussion of these and other factors seeheading “Risk Factors” in this prospectus and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the documents incorporated into this prospectus by reference. This prospectus and all other written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section.

Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans, objectives, expectations and intentions as of any subsequent date. Although we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to do so, even if our plans, objectives, expectations or intentions change.

PROSPECTUS SUMMARY

This summary highlights information contained throughout this prospectus or incorporated by reference into this prospectus. This summary does not contain all of the information that should be considered before investing in our securities. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our securities discussed in this prospectus under “Risk Factors” beginning on page 7 of this prospectus and in the documents incorporated by reference into this prospectus includingbefore exercising your rights and investing in shares of our financial statements and the accompanying notes.

Overviewcommon stock.

Will the directors and executive officers participate in this offering?

All of the members of our board of directors are investors in the Backstop Commitment.

If none of the rights are exercised, members of our board of directors are expected to invest approximately $2.41 million, increasing their aggregate ownership of shares of our common stock by approximately 8,035,842 shares of common stock outstanding, representing an increase of approximately 81% of the shares outstanding on the record date.

When will I receive my shares of common stock purchased in this offering?

Stockholders whose shares are held of record by Cede & Co., orCede, the nominee of DTC, or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any shares that they acquire credited to the account of Cede or such other depository or nominee. With respect to all other stockholders and warrant holders, you must provide a brokerage account for your shares acquired in this offering, as we will not issue physical certificates for shares purchased in this offering, unless required to do so by law. Whether your shares are held through DTC or directly with our transfer agent American Stock Transfer & Trust Company, shares of common stock acquired in this offering will be issued as soon as possible following the conclusion of the offering.

Is there a backstop purchaser?

Yes. On January 31, 2020, we entered into the Backstop Agreement with a consortium of investors led by Novelty Capital, which we refer to collectively as thebackstop providers, pursuant to which we have agreed to issue and sell to the backstop providers, in a private transaction separate from the rights offering, and the backstop providers (severally and not jointly) agreed to purchase, an aggregate number of shares of our common stock equal to (a) (i) $2.41 million, minus (ii) the aggregate proceeds of this offering which are in excess of $190,000, divided by (b) the subscription price, subject to the terms and conditions of the Backstop Agreement. See “Backstop Agreement” for additional details on the Backstop Commitment, including the fees to be paid by us and our expense reimbursement obligation.

Why are there backstop providers?

We obtained the commitment of the backstop providers to act as the backstop purchasers under the Backstop Agreement to increase the likelihood that we would receive at least $2.41 million of gross proceeds, less fees and expenses of this offering and the Backstop Commitment.

What effects will this offering have on our outstanding common stock?

After giving effect to this offering, assuming that it is fully subscribed, we will have approximately 18,621,533 shares of common stock outstanding, representing an increase of approximately 83% in our outstanding shares as of the record date. If you fully exercise the rights that we distribute to you, your proportional interest in us will remain the same. If you do not exercise any rights, or you exercise less than all of your rights, your interest in us will be diluted, as you will own a smaller proportional interest in us compared to your interest prior to this offering.

If all of our stockholders and warrant holders exercise the rights issued to them, and this offering is therefore fully subscribed, the beneficial ownership percentage of our stockholders will not change. Assuming that no holders exercise their rights in this offering, the backstop providers would acquire approximately 8,035,842 shares of our common stock, following which (1) the backstop providers would beneficially own approximately 51% of our outstanding common stock and (2) all other holders would beneficially own approximately 49% of our outstanding common stock. All ownership percentages described in this paragraph are based upon our outstanding common stock and the beneficial ownership of our holders as of the record date.

The hopTo Opportunitynumber of shares of our common stock outstanding listed in each case above assumes that (1) all of the other shares of our common stock issued and outstanding on the record date will remain issued and outstanding and owned by the same persons as of the closing of this offering and (2) we will not issue any shares of common stock in the period between the record date and the closing of this offering.

Are there any conditions to the backstop providers’ obligations under the Backstop Agreement?

Yes. The obligations of the backstop providers to consummate the transactions under the Backstop Agreement are subject to the satisfaction or waiver of specified conditions, including, but not limited to, compliance with covenants and the accuracy of representations and warranties provided in the Backstop Agreement, consummation of this offering, the receipt of all required regulatory approvals, and no material adverse effect with respect to our financial condition, business, properties, assets, liabilities or results of operations.

When do the backstop providers’ obligations under the Backstop Agreement expire?

The adoptionBackstop Agreement may be terminated by us, on the one hand, or the backstop providers, on the other hand, if the transactions contemplated by the Rights Offering and Backstop Agreement have not been consummated by 2020.

How much will we receive from this offering and how will such proceeds be used?

Assuming this offering is fully subscribed, we estimate that the net proceeds from this offering and the proceeds of mobile devices, suchthe Backstop Commitment, will be approximately $2.5 million, after deducting expenses related to this offering and the Backstop Commitment.

If any rights remain unexercised after the expiration of the rights offering, a consortium of accredited investors including all of our directors and led by Novelty Capital Partners LP, has agreed to purchase, at the subscription price, in a private backstop commitment transaction separate from the rights offering, up to $2.41 million of shares of common stock not subscribed for by rights holders pursuant to the exercise of their subscription rights. As of the record date, Novelty Capital beneficially owned approximately 14.0% of our common stock. Novelty Capital’s Managing Partner, Jonathon R. Skeels, is a member of our board and our Chief Executive Officer and Interim Chief Financial Officer. No fees or other consideration will be paid by us to any of the investors in consideration of the Backstop Commitment. In light of the Backstop Commitment, we anticipate that we will receive gross proceeds of at least $2.41 million if the rights offering is completed, whether or not any of the rights are exercised by rights holders.

We intend to use the net proceeds for general corporate purposes, which include investments and acquisitions.

If my exercise of rights is not valid or if this offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until the completion of this offering. If your exercise of rights is deemed not to be valid or this offering is not completed, all subscription payments received by the subscription agent will be returned as smartphonessoon as practicable following the expiration of this offering, without interest or penalty. If you own shares through a nominee, it may take longer for you to receive your subscription payments because the subscription agent will return payments through the record holder of your shares.

What fees or charges apply if I purchase shares in this offering?

We are not charging any fee or sales commission to issue rights to you or to issue shares of our common stock to you if you exercise your rights. If you exercise your rights through a broker, dealer, custodian bank or other nominee, you are responsible for paying any fees your nominee may charge you.

What are the U.S. federal income tax considerations of exercising my rights?

U.S. Holders (as defined herein) generally will not recognize gain or loss on the receipt, exercise or expiration of rights. See “U.S. Federal Income Tax Considerations” for a more complete discussion, including additional qualifications and tablets,limitations. In addition, you should consult your own tax advisor as to the tax consequences to you of the receipt, exercise and expiration of the rights in light of your particular circumstances.

To whom should I send my forms and payment?

If your shares of our common stock are held in the workplace has revealedname of a broker, dealer, custodian bank or other nominee, then you should deliver all required subscription documents and subscription payments pursuant to the needinstructions provided by your nominee.

If your shares of our common stock or our warrants are held in your name, then you should send your rights certificate to the subscription agent, and send all other required subscription documents by mail or overnight courier to the appropriate address listed below:

You and, if applicable, your nominee are solely responsible for instructing DTC to transfer your rights to the subscription agent or completing delivery to the subscription agent of your rights certificate, as applicable, as well as completing delivery of all other required subscription documents and subscription payments. You should allow sufficient time for delivery of your subscription materials to the subscription agent and clearance of payments before the expiration of this offering. If you hold your shares of our common stock through a mobilebroker, dealer, custodian bank or other nominee, your nominee may establish an earlier deadline before the expiration date.

Whom should I contact if I have other questions?

If you have any questions regarding this offering, completion of the rights certificate or any other subscription documents or submitting payment in this offering, please contact the subscription agent at (888) 789-8409 or by email at shareholder@broadridge.com.

hopTo Work Target MarketsRISK FACTORS

We view hopTo Work, with its additional application mobilization, security and manageability features, as a product that appeals to the SMB and Enterprise markets. We expect sales strategies for the hopTo Work versions of the product to involve a combination of strategic partnerships with various relevant enterprise software companies and hosted service providers, a sales partner channel, and a direct sales team, just to name a few. hopTo Work is a paid offering that is currently sold on a perpetual license plus maintenance model. Other models such as subscription based pricing might be made available in the future based on market requirements.

The hopTo Consumer Product

hopTo also offers a comprehensive productivity workspace for mobile devices (currently for the Apple iPad) that empowers mobile users by offering them functionalities similar to what they have come to expect from their PCs. For example, hopTo aggregates filesExercising your rights and documents from multiple storage silos (such as Box, Dropbox, Google Drive, Microsoft OneDrive, or the user’s PC) into a single touch-friendly workspace. From within this workspace, users are able to search for documents in the workspace (which includes their cloud storage silos and their PC), view, edit, and share their documents, and import photos from their iPad camera roll or Google Image from Web.

hopTo provides powerful document editing capabilities that leverage legacy Windows applications, such as Microsoft Office, to give users a rich, native editing feature set. Its high degree of compatibility with Microsoft Office enables easy collaboration with other users running Microsoft Office on Mac or Windows PCs. hopTo is unique in that it both leverages legacy applications for document editing and provides a touch-friendly user experience that,investing in our view, nonecommon stock involves risks. You should consider carefully the following information about these risks, together with the other information incorporated by reference into this prospectus, before investing in shares of our competitors have achieved, and which mobile users will view as highly desirable.

The first commercially available version of hopTo was released on November 14, 2013, through the Apple App Store. hopTo currently runs on the Apple iPad family of devices, and we may make it available for other devices, such as the Apple iPhone and for devices based on the Google Android platform. This product is targeted at users who are transitioning from PC to mobile—to provide access to their content regardless of where it is stored, along with rich document editing capabilities, multitasking, file management, and more. The hopTo product is currently offered free of charge. Based on usage patterns and market acceptance we may, at some point in the future, decide to charge fees for this offering.

Intellectual Property

We believe that intellectual property (“IP”) is a business tool that potentially maximizes our competitive advantages and product differentiation, grows revenue opportunities, encourages collaboration with key business partners, and protects our long-term growth opportunities. Strategic IP development is therefore a critical component of our overall business strategy. It is a business function that consistently interacts with our research and development, product development, and marketing initiatives to generate further value from those operations.

We rely primarily on trade secret protection, copyright law, confidentiality, and proprietary information agreements to protect our proprietary technology and registered trademarks. Despite our precautions, it may be possible for unauthorized third parties to copy portions of our products, or to obtain information we regard as proprietary. The loss of any material trade secret, trademark, trade name or copyrightcommon stock. These risks could have a material adverse effect on our business, financial condition, liquidity and results of operations and the market price of our common stock. You could lose all of your investment in our common stock.

Risks Related to this Offering

This offering may cause the price of our common stock to decline and it may not recover for a substantial period of time or at all.

The subscription price represents a 52% discount to the closing price of our common stock on the OTC market of $0.64 per share from February 5, 2020 (the date we initially filed the registration statement related to this offering with the Securities and Exchange Commission, or theSEC) and a [●]% discount to the closing price of our common stock on 2020 the effective date. The subscription price, together with the number of shares of our common stock we propose to issue and ultimately will issue if this offering, and the Backstop Commitment, is completed, may result in an immediate decrease in the market value of our common stock. If the market price of our common stock falls below the subscription price, participants in this offering will have committed to buy shares of our common stock in this offering at a price greater than the prevailing market price. Further, if a substantial number of rights are exercised and the holders of the shares received upon exercise of those rights choose to sell some or all of those shares, the resulting sales could depress the market price of our common stock. We cannot assure you that the market price of our shares of common stock will not decline prior to the expiration of this offering or that, after shares of our common stock are issued upon exercise of rights, a subscribing rights holder will be able to sell shares of our common stock purchased in this offering at a price greater than or equal to the subscription price.

A significant number of our stockholders may not exercise their rights and instead elect to sell their shares of our common stock, together with the attached rights, in the market causing the market price of our common stock to fall.

A number of our stockholders may elect to sell their shares rather than exercise their rights. The sale of significant blocks of our common stock, together with the attached rights, would likely cause the market price of our common stock to fall as a result of this offering forcing such stockholders to choose between having their ownership stake diluted or increasing their investment in our business.

The subscription price determined for this offering and the purchase price under the Backstop Agreement may not be indicative of the fair value of our common stock.

The subscription price was set by our board of directors and you should not consider the subscription price as an indication of the value of our common stock. The subscription price does not necessarily bear any relationship to the book value of our assets, net worth, expected cash flows, losses, financial condition or any other established criteria for fair value. The market price of our common stock could decline during or after this offering, and you may not be able to sell shares of our common stock purchased in this offering at a price equal to or greater than the subscription price, or at all.

Our common stock price may be volatile.

The trading price of our common stock may fluctuate substantially. The price of our common stock that will prevail in the market after this offering may be higher or lower than the subscription price, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

Your interest in us may be diluted as a result of this offering.

Stockholders who do not fully exercise their rights should expect that they will, at the completion of this offering and the Backstop Commitment, own a smaller proportional interest in us than would otherwise be the case had they fully exercised their rights. After giving effect to this offering, assuming that it is fully subscribed, we would have approximately 18,621,533 shares of common stock outstanding, representing an increase in outstanding shares of approximately 8,666,667, or approximately 83%.

There can be no guarantee that the stock purchase contemplated by the Backstop Agreement will be consummated.

The closing of the transactions contemplated by the Backstop Agreement is subject to satisfaction or waiver of conditions, including compliance with covenants and the accuracy of representations and warranties provided in the Backstop Agreement and consummation of this offering. As a result, we cannot guarantee that the transactions contemplated by the Backstop Agreement will be consummated. Failure to consummate the transactions contemplated by the Backstop Agreement could have adverse effects on our business and results of operations and financial condition. We intend to defend our proprietary technology rights; however, we cannot give any assurance that our efforts to protect our proprietary technology rights will be successful.

We also currently hold rights to patents. We regularly file patent applications to protect innovations arising from our research, development and design, and are currently pursuing additional patent applications.

We do not believe our products infringe on the rights of any third parties, but we can give no assurance that third parties will not assert infringement claims against us in the future, or that any such assertion will not result in costly litigation or require us to obtain a license to proprietary technology rights of such parties.

ipCapital Group, Inc.You may not revoke your exercise of rights.

On October 11, 2011, we engaged ipCapital Group, Inc. (“ipCapital”), an affiliateOnce you have exercised your rights, you may not revoke such exercise in whole or in part. Accordingly, any exercise of John Cronin, who is one of our directors, to assist us in the execution of our strategic decision to significantly strengthen, grow and commercially exploit our intellectual property assets. Our engagement agreement with ipCapital, which has been amended three times, affords us the right to request ipCapital to performrights will constitute a number of diverse services, employing its proprietary processes and methodologies, to facilitate our ability to identify and extract from our current intellectual property base new inventions, potential patent applications, and marketing and licensing opportunities.

In addition to the fees we agreed to pay ipCapital for its services, we issued ipCapital a five-year warrantbinding commitment to purchase up to 400,000and pay for the shares of our common stock at an initial priceissuable upon such exercise, regardless of $0.26 per share. Halfany changes in the value of such shares, in our business, financial condition, results of operations or future prospects or in your individual circumstances.

The rights are not transferable separately from the warrant (200,000 shares) has a time-based vesting condition, with such vestingcommon stock or warrants to occurwhich they are attached and thus there will be no market for them.

You cannot transfer or sell your rights to anyone else. We do not intend to list the rights on any securities exchange or include them in three equal annual installments.any automated quotation system. Therefore, there will be no market for the rights. The vesting installments occurred on October 11, 2012 and 2013, and 2014, respectively. The remaining 200,000rights are attached to your shares became fully vested uponof our common stock or warrants so if you sell your shares of common stock or warrants without first exercising your rights, the completionpurchaser of your shares or warrants will be entitled to our satisfactionexercise the rights attached to the shares or warrants you sold.

Following the exercise of all services that we had requested from ipCapital under the engagement agreement,rights, but prior to the signingexpiration date, shares of our common stock will be tradable in a market that is likely to be illiquid.

During the period of the amendments. Such performance was deemed satisfactory during 2012. We believe that these fees, togetherRights Offering, i.e., following the record date but prior to the expiration date, our common stock will trade along with the issuanceassociated rights as a unit under CUSIP             .. Therefore, if you transfer shares of our common stock during the period of the warrant, constituteRights Offering and prior to the exercise of the attached rights, the rights associated with those shares of common stock will transfer along with the shares of common stock. Following the exercise of the rights, the trading unit will terminate and the common stock to which the rights attach will be traded separately from such rights. These shares of common stock that no greater compensation than we would be requiredlonger have attached rights will have a new CUSIP       .. Similarly, if you transfer our warrants before the expiration date and before exercising the rights attached to pay an unaffiliated person for substantially similar services.

As a resultthe warrants, the rights associated with those warrants will transfer along with warrants. From and after the expiration date, all of ipCapital’s workour common stock will trade under the engagement agreement, as amended, asnew CUSIP            . During the period of August 3, 2015, 173 new patent applications have been filed. Of these 173 applications, 22 patents have been granted by the USPTO. We have also received notice from the USPTO that 6 additional patent applications have been allowedrights offering, our common stock may concurrently trade under two symbols and will ultimately issue as US patentstwo CUSIPs, which may result in the next 60-90 days. We expect to file more applications in 2015.reduced trading volume and market interest for such shares.

ipCapital Licensing Company I, LLCYou may not be able to resell any shares of our common stock that you purchase upon the exercise of rights immediately upon expiration of this offering.

On February 4, 2013,If you exercise your rights, you may not be able to resell the common stock purchased by exercising your rights until you (or your broker or other nominee) have received a stock certificate or book-entry representing those shares. Although we entered into an IP Brokerage agreement with ipCapital Licensing Company I, LLC (“ipCLC”)(will endeavor to issue the “IP Brokerage Agreement”). John Cronin was a partner at ipCLC until December 31, 2014. Pursuant to the IP Brokerage Agreement, we have engaged ipCLC, on a no-retainer basis, to identifyappropriate certificates and present us with candidates whobook-entries as soon as practicable after completion of this offering, there may be seeking to acquire a certain limited group of our patents unrelated to our current business strategy. If duringsome delay between the applicable term we enter into an agreement with any candidate presented by ipCLC to acquire or otherwise exploitexpiration date and the covered patents, we will pay ipCLC a fee of ten percent (10%) of the royalties, fees, and other consideration paid over the life of the agreement.

The IP Brokerage Agreement is effective as of February 4, 2013, and will end 18 months after we or ipCLC serve 60 days written notice of termination to the other party (with earlier termination possible in the event of a material breach). To date, we have paid no fee to ipCLC under the terms of the IP Brokerage Agreement.

The IP Brokerage Agreement provides for customary confidentiality undertakings, limitations on ipCLC’s total liability and mutual indemnification provisions.

We believe the terms of the IP Brokerage Agreement are fair and reasonable to us and are at least as favorable as thosetime that we could be obtained on an arms’ length basis.

issue the new stock certificates and book-entries.

The GO-Global Software Products

Our GO-Global product offerings can be categorized into product families as follows:

Our Corporate Information

We are a Delaware corporation, foundedwill have broad discretion in May 1996. On September 9, 2013 we changed our name from GraphOn Corporation to hopTo Inc. Our headquarters are currently located at 1919 S. Bascom Avenue, Suite 600, Campbell, California, 95008 and our phone number is 1-800-472-7466. Effective October 1, 2015, our headquartersdetermining how the net proceeds of this offering will be located at 51 E. Campbell Avenue, Suite 128, Campbell, California, 95008. We also have an officeused. While our board of directors believes the flexibility in Concord, New Hampshire. Additionally,application of the net proceeds is prudent, the broad discretion it affords entails increased risks to the investors in this offering. You may not agree with the manner in which we have remote employees located in various states, as well as internationally inchoose to allocate and spend the United Kingdom and Israel. Our corporate Internet Website is http://www.hopto.com. The information on our Website is not part of this prospectus.net proceeds.

Private PlacementsIf we cancel this offering, neither we nor the subscription agent will have any obligation to you except to return your subscription payments.

This prospectus relatesWe may withdraw or terminate this offering at any time only with the consent of the backstop providers after the termination of the Backstop Agreement in accordance with its terms. If we withdraw or terminate this offering, neither we nor the subscription agent will have any obligation with respect to rights that have been exercised except to return, without interest or deduction, any subscription payments the subscription agent received from you.

If you do not act on a timely basis and follow subscription instructions, your exercise of rights may be rejected.

Holders of shares of our common stock who desire to purchase shares of our common stock in this offering must act on a timely basis to ensure that all required forms and payments are actually received by the subscription agent prior to the sale or other disposition by the selling stockholdersexpiration date, unless extended. If you are a beneficial owner of an aggregate of 64,717,123 shares of common stock, which were acquired in the private placements described below (the “private placements”). The securities issued in the private placements were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and in compliance with Rule 506 of Regulation D promulgated thereunder.

On July 28, 2015, we sold an aggregate of 28,863,995 shares of common stock to certain accredited investors at a purchase price of $0.08074 per share. In addition, on that date, we sold an additional 2,724,795 shares of common stock at the same price to the following officers and directors of the Company: Eldad Eilam (CEO), Jean-Louis Casabonne (CFO), and directors Michael Brochu, Sam Auriemma, John Cronin, and Jeremy Verba (such transactions, collectively, the “2015 Private Placement”). We agreed to register the shares of common stock issued in the 2015 Private Placement for resale or other disposition by the holders thereof and to maintain the effectiveness of such registration statement, subject to certain exceptions, until such time as all of the shares have been sold or may otherwise be freely transferable without restriction. In the event that we fail to satisfy our registration obligations, we will be required to pay liquidated damages to the non-insider investors. In order to satisfy certain of these obligations, we have included the shares of common stock issued in the 2015 Private Placement, as well as shares issued in previous private placements described below, in the registration statement of which this prospectus is a part.

On January 7, 2014, we entered into a securities purchase agreement, with a limited number of accredited investors, pursuant to which we issued and sold for cash units consisting of an aggregate of 11,299,999 shares of our common stock and warrantsyou wish to purchaseexercise your rights, you must act promptly to ensure that your broker, custodian bank or other nominee acts for you and that all required forms and payments are actually received by your broker, custodian bank or other nominee in sufficient time to deliver such forms and payments to the subscription agent to exercise the rights granted in this offering that you beneficially own prior to the expiration date, unless extended. We will not be responsible if your broker, custodian or nominee fails to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration date, unless extended.

We have not provided for guaranteed delivery which is common in other rights offerings. If your broker does not deliver all required forms and payment by the expiration date, your rights will expire worthless and unexercised even if before the expiration date you gave instruction to your broker to exercise your rights.

If you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise in this offering, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the subscription agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

This offering may limit our ability to use some or all of our net operating loss carryforwards in the future.

As of December 31, 2019, we had net operating loss carryforwards for U.S. federal and state income tax purposes of approximately $70.7 million. Under Section 382 of the Code, a corporation that undergoes an “ownership change” may be subject to limitations on its ability to utilize its pre-change net operating loss carryforwards to offset future taxable income. In general, an ownership change occurs if the aggregate 5,650,001stock ownership of certain stockholders (generally 5% stockholders, applying certain look-through and aggregation rules) increases by more than 50% over such stockholders’ lowest percentage ownership during the testing period (generally three years). Although we have taken steps intended to preserve our ability to utilize our net operating loss carryforwards, such efforts may not be successful. While we do not believe that this offering and the issuance of shares pursuant to exercised rights will cause an ownership change, the IRS and the courts are not bound by our determination. Also, even if this offering and the issuance of shares pursuant to exercised rights do not cause an ownership change, they could increase the likelihood that we may undergo an ownership change for purposes of Section 382 of the Code in the future. Limitations imposed on our ability to utilize net operating loss carryforwards could cause U.S. federal income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards.

Members of our board of directors are providing a portion of the Backstop Commitment. The interests of our employees and board of directors in this offering may be different from yours.

Members of our board of directors are among the investors providing the Backstop Commitment in connection with this offering. See “The Backstop Agreement.” If the Backstop Commitment is fully exercised as a result of no other stockholders electing to participate in this offering, members of our board of directors would own a proportionately larger share of our outstanding common stock upon the closing of this offering and the Backstop Commitment.

If none of the rights are exercised, members of our board of directors are expected to invest approximately $2.41 million, increasing their aggregate ownership of shares of our common stock (the “2014 Private Placement”). The purchase price was $0.30 per unit.

On June 17, 2013, we entered into, and subsequently consummated, an Exercise Agreement (the “Exercise Agreement”) with five of the largest investors in our 2011 private placement, providing for the exercise for cash by such investors of warrants to purchase an aggregate of 9,000,000 shares of our common stock. We received cash proceeds of $2.34 million as a result of the warrants exercised. In consideration for the early exercise of these warrants, we issued to the exercising holders an aggregate of 4.5 million new warrants to purchase common stock at an exercise price of $1.00 per warrant, with a term of five years from issuance.

On September 1, 2011, we issued 35,500,000 shares of our common stock at $0.20 per share to 33 accredited investors for an aggregate purchase price of $7.1 million and we also issued to the investors, for no additional consideration, warrants to purchase an aggregate of 17,750,000approximately 8,035,842 shares of common stock atoutstanding, representing an exercise priceincrease of $0.26 per share (the “2011 Private Placement”). In connection withapproximately 81% of the private placement,shares outstanding on the placement agent was issued warrants to purchase 3,550,000 shares of our common stock at $0.20 per share (currently exercisable at $0.1747 per share) and warrants to purchase 1,775,000 shares of our common stock at $0.26 per share (currently exercisable at $0.2220 per share), all of which are subject to adjustment upon the issuance of our common stock at a price below the exercise price of such warrants.

The Offering

RISK FACTORSrecord date.

Risks Related to Our Business

We have a history of operating losses and expect these losses to continue, at least for the near future.net losses.

We have experienced significant operating and net losses since we began operations. We incurredAfter years of losses, from operations before provision for income taxesany improvement in financial performance could reverse if our GO-Global business, our only source of $3,590,800 and $3,738,200 for the years ended December 31, 2014 and 2013, respectively, and $2,150,300 and $1,650,600 for the six months ended June 30, 2015 and 2014, respectively. We expect to report an operating loss on a consolidated basis for the year ended December 31, 2015. In subsequent reporting periods, if revenues grow more slowly than anticipated,revenue, declines or if aggregate operating expenses exceed expectations, we will continue to be unprofitable. Even if we become profitable, we may beare unable to sustain such profitability. hopTo is subject to the risks of new software products in development and any failure to successfully commercially launch hopTo could have a material negative impact on us.maintain control over our expenses.

hopTo is subject to the risks of new software products in development and any failure to successfully commercially launch hopTo could have a material negative impact on us.

During April 2013, we launched the first public release of hopTo through Apple’s App Store and on November 14, 2013 we launched the first commercial version of hopTo through Apple’s App Store. The releases are targeted at Apple’s tablet devices, the iPad and the iPad Mini. On November 10, 2014 we launched the first commercial version of hopTo Work through Apple’s App store. On March 24, 2015, we announced the availability of hopTo Work on tablets based on the Google Android Platform and the iPhone.

There is no assurance that we will be able to develop a commercially viable version of our hopTo product, or that we may be able to successfully penetrate into its perceived marketplace. Any failure to develop a commercially viable version or to successfully penetrate into the market could have a material negative impact on our results of operations, financial position and cash flow.

hopTo and hopTo Work are new products in development. As such they face both development and market risks. Our development timetable could be adversely impacted by technical challenges that take longer than expected to resolve or third party delays, such as qualification standards imposed by companies such as Apple Inc. in the administration of the Apple app store. Even a successful and timely launch on app stores does not assure wide-scale adoption of a new product given the extremely competitive market for new productivity applications and the changing and difficult to ascertain demands of our target customers and users. In addition, we must develop a successful pricing policy to economically benefit from our development investments. Pricing policies are subject to considerable variation and require a high degree of judgment, and any significant failure to appropriately price our products could limit or even prevent our ability to effectively compete and profit from those products.

Our revenue is typically generated from a limited number of significant customers.

A material portion of our revenue, all of which is currently derived from our GO-Global products, during any reporting period is typically generated from a limited number of significant customers, all of which are unrelated third parties. We categorize our customers into three broad categories for revenue recognition purposes: stocking resellers, non-stocking resellers and direct end users. If any of our significant non-stocking resellers or direct end users reduce their order level or fail to order during a reporting period, our revenue could be materially adversely impacted because we recognize revenue on sales to these customers upon product delivery, assuming all other revenue recognition criteria have been met.

Our significant stocking resellers are typically ISVsindependent software vendors who have bundled our products with theirs to sell as Web-enabled versions of their products. These customers maintain inventories of our products for resale, and we do not recognize revenue until our products are resold to end users, assuming all other revenue recognition criteria have been met.resale. If these customers decide to maintain a lower level of inventory in the future and/or they are unable to sell their inventory to end users as quickly as they have in the past, our revenue and business could be materially adversely impacted.

If we are unable to develop new products and enhancements to our existing products, our business, results of operations, financial condition, and cash flows could be materially adversely impacted.

The market for our products and services is characterized by:

Our future success depends on our ability to continually enhance our current products and develop and introduce new productsfeatures and capabilities that our customers choose to buy. If we are unable to satisfy our customers’ demands and remain competitive with other products that could satisfy their needs by introducing new productsfeatures, capabilities and enhancements, our business, results of operations, financial condition, and cash flows could be materially adversely impacted.

Our future success could be hindered by, among other factors:

For example, sales of our GO-Global Windows Host software could be affected by the announcement from Microsoft of thean intended release, and the subsequent actual release, of a new Windows-based operating system, or an upgrade to a previously released Windows-based operating system version. These new or upgraded systems may contain similar features to our products or they could contain architectural changes that would temporarily prevent our products from functioning properly within a Windows-based operating system environment.

Our operations consume cash and we may needWe are subject to raise additional capital in the future to fund our continued operating needs.various liquidity risks.

We have incurred significant net losses since our inception. As of JuneSeptember 30, 2015, our2019, we had an accumulated deficit of $79,950,300 and a working capital surplus of $52,700. Our ability to continue to generate net profits and positive cash balance was $1,179,600, as compared with $1,557,100 as of December 31, 2014, a decrease of $377,500, or 24.2%. The decrease primarily resultedflows from the cash we used in our operations offset by the cash provided by the payments received for a $1.5 million stocking order from one of our Go-Global ISV resellers.

Basedis dependent on our cash on hand as of June 30, 2015, the anticipation of continuedability to continue to generate revenue from our legacy GO-Global business, which in turn is subject to a variety of risks. As a very small company, we have limited ability to deploy new revenue increasing opportunities, and the anticipation of revenue fromlimited flexibility to respond to unforeseen adverse developments, such as customer losses, adverse market developments or unanticipated expenses. Although our hopTo Work product, and the $2,550,500 that we raised from the 2015 Private Placement, we believe that we will have sufficient capital resources to support our operational planscurrent operating plan does not call for the next twelve months; however; implementation of expansion plans for hopTo Work may require capital from issuances of debt or equity, or significant revenue from our recently launched hopTo Work product.

There can be no assurance of new revenue from new or existing product lines or additional capital from debt or equity issuances. In addition, issuancesraising of new capital, stockif we need to raise new capital, our ability to do so is extremely limited given our very small market capitalization and the limited volume in the trading of our common stock.

If we do need to issue new equity, such issuances may be at a significant discount to market prices, would dilute existing stockholders and may give the purchasers of new capital stock additional rights, preferences and privileges relative to existing stockholders. There can be no assurance that additional capital necessary for fullany execution of our hopTo business strategyoperations will be available on a timely basis, on reasonable terms or at all.

Challenges to develop new business may reverse the improvements in our finances.

Our management believes that any significant improvement in our cash flow must result from increases in revenues from existing sources and from new revenue sources. Our ability to develop new revenues depends on many factors not in our control, or only partially in its control, including available capital resources which affect the extent of our marketing activities and our research and development activities, all of which are limited by our small size and revenue base. We cannot assure you that the resources that we can devote to marketing and to research and development will be sufficient to increase its revenues to levels that will enable us to maintain positive operating cash flow in the future.

Sales of products within our GO-Global product families are likely to be our primaryonly source of revenue during 2012020.5.

Although we believe that we will begin to generate revenue through sales of hopTo Work during 2015, we anticipate that salesSales of products within our GO-Global product families, and related enhancements, will bewere our primaryonly source of revenue during 2015.2018 and 2019 and will continue to be our only source of revenue for the foreseeable future. The success, if any, of our new GO-Global releases may depend on a number of factors, including market acceptance of the new GO-Global releases and our ability to manage the risks associated with introducing such releases. Declines in demand for our GO-Global products could occur as a result of, among other factors:

If our customers do not continue to purchase GO-Global products as a result of these or other factors, our revenue would decrease and our results of operations, financial condition, and cash flows would be adversely affected.

Our operating results in one or more future periods are likely to fluctuate significantly and may fail to meet or exceed the expectations of investors.

Our operating results are likely to fluctuate significantly in the future on a quarterly and annual basis due to a number of factors, many of which are outside our control. Factors that could cause our operating results and therefore our revenues to fluctuate include the following, among other factors:

In addition, our royalty and license revenues are impacted by fluctuations in OEM licensing activity from quarter to quarter, which may involve one-time orders from non-recurring customers, or customers who order infrequently. Our expense levels are based, in part, on expected future orders and sales; therefore, if orders and sales levels are below expectations, our operating results are likely to be materially adversely affected. Additionally, because significant portions of our expenses are fixed, a reduction in sales levels may disproportionately affect our net income.financial results. Also, we may reduce prices and/or increase spending in response to competition or to pursue new market opportunities. Because of these factors, our operating results in one or more future periods may fail to meet or exceed the expectations of investors. In that event, the trading price of our common stock would likely be adversely affected.

We will encounter challenges in recruiting, hiring and retaining new personnel and/or replacements for any members of key management or other personnel who depart.

Our success and business strategy is dependent in large part on our ability to attract and retain key management and other personnel in certain areas of our business. If any of these employees were to leave, we would need to attract and retain replacements for them. We have lost employees, including at the officer level and in our new products engineering group, in the past. Without a successful replacement, the loss of the services of one or more key members of our management group and other key personnel could have a material adverse effect on our business.

With the exception of the employment agreement we entered into with our Chief Executive Officer during 2013, weWe do not have long-term employment agreements with any of our key personnel and any officer or other employee can terminate their relationship with us at any time. We may also need to add key personnel in the future in order to successfully implement our business strategies. The market for such qualified personnel is highly competitive and it includes other potential employers whose financial resources for such qualified personnel are more substantial than ours. Consequently, we could find it difficult to attract, assimilate or retain such qualified personnel in sufficient numbers to successfully implement our business strategies.

We have sought to match our expenses structure with business opportunities, but this creates risks. As a result, our current Chief Executive Officer and Interim Chief Financial Officer does not receive any salary from the Company, which potentially understates our current operating expenses and overstates profitability. We also rely on the considerable expertise of our Board of Directors and the moderate use of professional advisors. You should recognize that this arrangement limits our ability to respond to challenges and develop opportunities. Should we revise our approach to management by hiring additional resources, this too, can create risks to the cost savings we have achieved, if any anticipated business opportunities are not realized.

Our failure to adequately protect our proprietary rights may adversely affect us.

Our commercial success is dependent, in large part, upon our ability to protect our proprietary rights. We rely on a combination of patent, copyright and trademark laws, and onas well as trade secrets, and confidentiality provisions and other contractual provisions to protect our proprietary rights. These measures afford only limited protection. We cannot assure you that measures we have taken or may take in the future will be adequate to protect us from misappropriation or infringement of our intellectual property. Despite our efforts to protect proprietary rights, it may be possible for unauthorized third parties to copy aspects of our products or obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our intellectual property or other proprietary rights as fully as do the laws of the United States. Furthermore, we cannot assure you that the existence of any proprietary rights will prevent the development of competitive products. The infringement upon, or loss of, any proprietary rights, or the development of competitive products despite such proprietary rights, could have a material adverse effect on our business.

Our business significantly benefits from strategic relationships and there can be no assurance that such relationships will continue in the future.

Our business and strategy relies to a significant extent on our strategic relationships with other companies. There is no assurance that we will be able to maintain or further develop any of these relationships or to replace them in the eventif any of these relationships are terminated. In addition, any failure to renew or extend any license between any third party and us may adversely affect our business.

We rely on indirect distribution channels for our products and may not be able to retain existing reseller relationships or to develop new reseller relationships.

Our GO-Global and hopTo Work products are primarily sold through several distribution channels. An integral part of our strategy is to strengthen our relationships with resellers such as OEMs, systems integrators, VARs,value-added resellers, distributors and other vendors to encourage these parties to recommend or distribute our products and to add resellers both domestically and internationally. We currently invest, and intend to continue to invest, significant resources to expand our sales and marketing capabilities. We cannot assure you that we will be able to attract and/or retain resellers to market our products effectively. Our inability to attract resellers and the loss of any current reseller relationships could have a material adverse effect on our business, results of operations, financial condition, and cash flows. Additionally, we cannot assure you that resellers will devote enough resources to provide effective sales and marketing support to our products.

The marketmarkets in which we participate isare highly competitive and hashave more established competitors.

The markets we participate in with GO-Global and hopTo Work are intensely competitive, rapidly evolving and subject to continuous technological changes. We expect competition to increase in each of these markets as other companies introduce additional competitive products. In order to compete effectively, we must continually develop and market new and enhanced products and market those products at competitive prices. As markets for our products continue to develop, additional companies, including companies in the computer hardware, software and networking industries with significant market presence, may enter the markets in which we compete and further intensify competition. A number of our current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, sales, technical, marketing and other resources than we do. We cannot give any assurance that our competitors will not develop and market competitive products that will offer superior price or performance features, or that new competitors will not enter our markets and offer such products. We believe that we will need to invest significant financial resources in research and development to remain competitive in the future in each of the markets in which we compete. Such financial resources may not be available to us at the time or times that we need them, or upon terms acceptable to us, or at all. We cannot assure you that we will be able to establish and maintain a significant market position in the face of our competition and our failure to do so would adversely affect our business.

Risks Related to Our Common Stock

Our stock is thinly traded and its price has been historically volatile.

Our stock is thinly traded. As such, holders of our stock are subject to a high risk of illiquidity, e.g., you may not be able to sell as many shares at the price you would like, or you may not be able to purchase as many shares at the price you would like, due to the low average daily trading volume of our stock. Additionally, the market price of our stock has historically been volatile; it has fluctuated significantly to date. The trading price of our stock is likely to continue to be highly volatile and subject to wide fluctuations. Your investment in our stock could lose some or all of its value.

Future sales of our common stock could adversely affect its price and our future capital-raising activities, and could involve the issuance of additional equity securities, which would dilute current shareholderstockholder investments in our common stock and could result in lowering the trading price of our common stock.

We may sell securities in the public or private equity markets if and when conditions are favorable. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock and our ability to raise capital. We may issue additional common stock in future financing transactions or as incentive compensation for our management team and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our then-outstanding shares of common stock. The market price for our common stock could decrease as the market takes into account the dilutive effect of any of these issuances. Furthermore, we may enter into financing transactions and issue securities with rights and preferences senior to the rights and preferences of our common stock, and we may issue securities at prices that represent a substantial discount to the market price of our common stock. A negative reaction by investors and securities analysts to any discounted sale of our equity securities could result in a decline in the trading price of our common stock.

We may make acquisitions, which could require significant management attention, disrupt our business, dilute our stockholders, and seriously harm our business.

As part of our business strategy, we intend to make acquisitions in the future (although we do not currently have any probable acquisitions). Our ability to acquire and successfully integrate larger or more complex companies, products, and technologies is unproven. In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or use the acquired products, technology, and personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt, or issue equity securities to pay for any acquisition, any of which could seriously harm our business. Selling equity to finance any such acquisitions would also dilute our stockholders. Incurring debt would increase our fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

In addition, on average, it is difficult to finalize the purchase price allocation and accounting. Therefore, it is possible that our valuation of an acquisition may change and result in unanticipated write-offs or charges, impairment of our goodwill, or a material change to the fair value of the assets and liabilities associated with a particular acquisition, any of which could seriously harm our business.

We are not likely to have the capital to acquire large businesses. Therefore the businesses we acquire may require significant investment in corporate infrastructure, repositioning, incremental sales, marketing or product development.

Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions.

We have a significant number of outstanding warrants and options, and future sales of these shares could adversely affect the market price of our common stock.

As of JuneSeptember 30, 2015 and December 31, 2014,2019, we had outstanding warrants for an aggregate of 21,174,274481,335 shares of common stock, at weighted averagewith an exercise pricesprice of $0.46$0.01 per share for both periods.share. As of JuneSeptember 30, 2015 and December 31, 2014,2019, we had outstanding options exercisable for an aggregate of 9,721,181 and 10,287,999106,077 shares of common stock respectively, at a weighted average exercise pricesprice of $0.18$2.77 per share for both periods.share. The holders may sell thesethe shares exercisable under warrants or options in the public markets from time to time. In addition, asif our stock price rises, more outstanding warrants and options will be “in-the-money” and the holders may exercise their warrants and options and sell a large number of shares. This could cause the market price of our common stock to decline.

Under a final settlement reached in May 2018 related to previously accrued liquidated damages, the exercise price of 511,801 outstanding warrants mentioned above previously had a weighted average price of $10.77, was reduced to $0.01 per share, and the duration of such warrants, which were to expire between June 17, 2018 and January 7, 2019, were extended to May 21, 2023. If such warrants were to be exercised, as we expect they would, that would result in dilution to existing stockholders who do hold such warrants.

Our common stock is quoted on the FINRA OTC Bulletin Board, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is currently quoted under the symbol “HPTO” on the FINRAOTC Market’s OTC Bulletin Board market (“OTC Bulletin Board”OTCBB”) operated by FINRA (Financial Industry Regulatory Authority) and on the OTC Markets’Markets Group QB tier.tier (“OTCQB”). Neither the OTC Bulletin BoardOTCBB nor the OTC QB tierOTCQB is a “national securities exchange,” nor do either of them have any listing standards to which we are bound, and in general, each is a significantly more limited market than the markets operated by the New York Stock Exchange and NASDAQ. The quotation of our shares on the OTC Bulletin BoardOTCBB and the OTC Markets’ QB tierOTCQB could result in a less liquid market being available for existing and potential stockholders to trade shares of our common stock, which could depress the trading price of our common stock and have a long-term adverse impact on our ability to raise capital in the future. Because of the limited trading market for our common stock, and because of the significant price volatility, investors may not be able to sell their shares of common stock when they want to do so. We may not support any continued trading market for our shares.

Our stock may lose access to a viable trading market.

Given the increasing cost and resource demands of being a public company, we may decide to “go dark,” or discontinue our obligation to make periodic filings with the SEC, by deregistering our securities, for a period of time until our assets and stockholder base are sufficient to warrant public trading again. During such time, there would be a substantial decrease in disclosure by us of our operations and prospects, and a substantial decrease in the liquidity in our common stock even though stockholders may still continue to trade our common stock in the OTC market or “pink sheets.” The market’s interpretation of a company’s motivation for “going dark” varies from cost savings, to negative changes in the firm’s prospects, to serving insider interests, which may affect the overall price and liquidity of a company’s securities.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid dividends on our common stock, nor do we anticipate paying any cash dividends for the foreseeable future. We currently intend to retain future earnings, if any, to finance the operations and expansion of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon the earnings, financial condition, operating results, capital requirements and other factors as deemed necessary by our Board of Directors.

FINRA’s sales practice requirements may also limit a stockholder'syour ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'scustomer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid dividends on our common stock, nor do we anticipate paying any cash dividends for the foreseeable future. We currently intend to retain future earnings, if any, to finance the operations and expansion of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon the earnings, financial condition, operating results, capital requirements and other factors as deemed necessary by our board of directors.

Provisions in our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation and second amendedAmended and restated bylawsRestated Bylaws and applicable Delaware lawour Rights Agreement may prevent or discourage third parties or our stockholders from attempting to replace our management or influencing significant decisions.

Provisions in our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation and second amendedSecond Amended and restated bylawsRestated Bylaws may have the effect of delaying or preventing a change in control of our company or our management, even if doing so would be beneficial to our stockholders. These provisions include, but are not limited to, authorizing our board of directors to issue preferred stock without stockholder approval and limiting the persons who may call special meetings of stockholders and providing that stockholders cannot take action by written consent in lieu of a meeting. AsIn addition, our Rights Agreement, entered into by us and American Stock Transfer & Trust Company, LLC (as rights agent) on February 16, 2018, as amended on November 2, 2018 (the “Rights Agreement”), works by imposing a Delaware corporation, wesignificant penalty upon any person or group (including a group of persons that are also subject to section 203 of the Delaware General Corporation Law (“DGCL”acting in concert with each other) that acquires five percent (5%), which among other things, and subject to various exceptions, restricts against certain business transactions between a corporation and a stockholder owning 15% or more of our common stock without the corporation’s outstanding voting stock (“an interested stockholder”) for a periodapproval of three years from the date the stockholder becomes an interested stockholder unless our board of directorsdirectors. As a result, the overall effect of the Rights Agreement and the issuance of the rights thereunder may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving that is not approved by our board of directors. The Rights Agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by our board of directors. Nor does the holder’s acquisitionRights Agreement prevent the Board from considering any offer that it considers to be in the best interest of our stockits stockholders. The Rights Agreement expires at or prior to the earlier of (i) February 16, 2021 or (ii) the redemption or exchange of the rights thereunder, as provided for in advance.the Rights Agreement. Together, these charter and statutory provisionscontractual arrangements could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock. Any provision of our amended and restated certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and certain information incorporated herein by reference, contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the financial results or benefits anticipated. These forward-looking statements are not guarantees of actual results. Our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including without limitation:

We intend these forward-looking statements to speak only as of the time of this prospectus and do not undertake to update or revise them as more information becomes available. Such statements reflect our views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. You are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2019, on an actual basis and on a pro forma basis, to give effect to this offering.

In preparing the following table, we assumed all of the rights would be purchased. The amount of proceeds we ultimately receive from this offering and the Backstop Commitment may be less than $2.6 million due to fees and expenses of this offering and the Backstop Commitment. Accordingly, the amounts shown in the “Pro Forma For the Rights Offering” column may differ materially from those shown below.

The capitalization table should be read in conjunction with our consolidated financial statements and the related notes incorporated by reference in this prospectus.