PLAN OF DISTRIBUTION
The selling stockholderWe have entered into a sales agreement with SVB Securities under which we may issue and any of its pledgees, donees, transferees, assignees or other successors-in-interest may,sell from time to time sell, transferup to an aggregate of $50,000,000 of shares of our common stock through SVB Securities, acting as sales agent or principal. Sales of the shares to which this prospectus relates, if any, will be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. As our sales agent, SVB Securities will not engage in any transactions that stabilize our common stock.
SVB Securities will offer the shares of our common stock subject to the terms and conditions of the sales agreement on a daily basis or as otherwise disposeagreed upon by us and SVB Securities. We will designate the maximum number of anyshares or all of its sharesdollar value of common stock to be sold through SVB Securities on a daily basis or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices relatedotherwise determine such maximum number together with SVB Securities. Subject to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholder may use one or moreterms and conditions of the following methods when disposing of the shares or interests therein:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealersales agreement, SVB Securities will attemptuse its commercially reasonable efforts to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through brokers, dealers or underwriters that may act solely as agents;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;
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broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of disposition; and
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any other method permitted pursuant to applicable law.
The selling stockholder may also sell shares under Rule 144 or Rule 904 under the Securities Act, if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus.
Broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling stockholder may, from time to time, pledge or grant a security interest in some oron our behalf all of the shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgeesso designated or secured partiesdetermined. We may offer andinstruct SVB Securities not to sell shares of common stock from timeif the sales cannot be effected at or above the price designated by us in any such instruction. We or SVB Securities may suspend the offering of shares of common stock being made through SVB Securities under the sales agreement upon proper notice to time under this prospectus, or under a supplement or amendmentthe other party.
For its service as sales agent in connection with the sale of shares of our common stock that may be offered hereby, we will pay SVB Securities an amount equal to this prospectus under Rule 424(b)(3) or other applicable provision3.0% of the aggregate sales price received by SVB Securities Act amendingfrom each sale of shares sold through it acting as our sales agent. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
Upon being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealersales, will equal our net proceeds for the sale of such shares. We have also agreed to reimburse SVB Securities for certain specified expenses, including the fees and disbursements of its legal counsel in an amount not to exceed $50,000, payable upon execution of the sales agreement, plus certain ongoing fees of its legal counsel, as provided in the sales agreement.
SVB Securities will provide written confirmation to us following the close of trading on the Nasdaq Global Select Market each day in which shares of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchaseare sold by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b)it for us under the Securities Act, disclosing (i) the participating broker-dealer(s), (ii)sales agreement. Each confirmation will include the number of shares involved, (iii)sold on that day, the gross sales price per share, the compensation payable by us to SVB Securities and the proceeds to us net of such compensation.
Settlement for sales of common stock will occur, unless the parties agree otherwise, on the second business day following the date on which any sales were made in return for payment of the proceeds to us net of compensation paid by us to SVB Securities. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will deliver to the Nasdaq Global Select Market copies of this prospectus pursuant to the rules of the Nasdaq Global Select Market. Unless otherwise required, we will report at which suchleast quarterly the number of shares of common stock were sold (iv)through SVB Securities under the commissionssales agreement, the net proceeds to us and the compensation paid or discounts or concessions allowedby us to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verifySVB Securities in connection with the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 sharessales of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.