As filed with the Securities and Exchange Commission on April 19, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARAVIVE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
26-4106690 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(Address, including zip code, of principal executive offices)
Aravive, Inc. 2019 Equity Incentive Plan
Aravive, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plans)
Gail McIntyre
President and Chief Executive Officer
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(936) 355-1910
(Name, address of and telephone number, including area code, of agent for service)
Copies to:
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Leslie Marlow, Esq. Hank Gracin, Esq. |
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1271 Avenue of the Americas |
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New York, New York 10020 |
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(212) 885-5000 (Name, address and telephone number) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☐ |
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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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Aravive, Inc. (the “Registrant” or the “Company”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering an aggregate additional 2,786,848 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Registrant’s equity incentive plans pursuant to “evergreen” provisions contained therein, respectively, as follows: (i) 2,693,010 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Equity Incentive Plan (the “2019 EIP”) on January 1, 2023, of which 2,044,063 shares of Common Stock relate to stock options to purchase shares of Common Stock previously issued by the Registrant under the 2019 EIP, (ii) 43,838 shares of Common Stock that have become available for issuance under the 2019 EIP as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards that have been granted under the 2014 Equity Incentive Plan and the 2017 Equity Incentive Plan, and (iii) 50,000 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2023. These additional shares of Common Stock are securities of the same class as other securities for which registration statements on Form S-8 have been previously filed with the Securities and Exchange Commission (the “Commission”), which are described below. As disclosed above, these additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2019 EIP and the 2014 ESPP, which provide that the total number of shares subject to such plans will be increased each year pursuant to a specified formula.
Each of the Registrant’s Form S-8 Registration Statements filed with the Commission on April 1, 2014 (File No. 333-194949), May 14, 2015 (File No. 333-204178), March 8, 2016 (File No. 333-210013), March 10, 2017 (File No. 333-216586), October 17, 2018 (File No. 333-227865), March 15, 2019 (File No. 333-230348), September 20, 2019 (File No. 233866), March 27, 2020 (File No. 333-237425), March 17, 2021 (File No. 333-254400) and April 22, 2022 (File No. 333-264445), which relate to the 2019 EIP and 2014 ESPP, is incorporated herein by reference and made a part hereof.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. The documents containing the information specified in Part 1 will be delivered to the participants in the 2019 EIP and the 2014 ESPP covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023; |
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Our Current Reports on Form 8-K filed with the SEC on January 3, 2023, January 4, 2023 (other than as indicated therein), January 18, 2023, February 6, 2023, February 28, 2023 (other than as indicated therein), and April 11, 2023; and |
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The description of our Common Stock set forth in: (i) our registration statement on Form 8-A filed with the SEC on March 19, 2014, including any amendments thereto or reports filed for the purposes of updating this description, and (ii) Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023; and |
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All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. |
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, an attorney of Blank Rome LLP beneficially owns securities exercisable to purchase shares of our common stock that represent less than 1% of our outstanding shares of common stock.
Item 8. Exhibits.
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* |
Filed herewith. |
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(1) |
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on March 26, 2014, and incorporated herein by reference. |
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(2) |
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on June 1, 2017, and incorporated herein by reference. |
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(3) |
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on September 12, 2017, and incorporated herein by reference. |
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(4) |
Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on October 16, 2018, and incorporated herein by reference. |
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(5) |
Filed as Exhibit 3.2 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on October 16, 2018, and incorporated herein by reference. |
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(6) (7) |
Filed as Exhibit 3.6 to Registrant’s Annual Report on Form 10-K (File No. 001-36361), filed with the Securities and Exchange Commission on March 15, 2019, and incorporated herein by reference. Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36361), filed with the Securities and Exchange Commission on January 18, 2023, and incorporated herein by reference. |
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(8) |
Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference. |
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(9) |
Filed as Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-233866), filed with the Securities and Exchange Commission on September 20, 2019, and incorporated herein by reference. |
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(10) |
Filed as Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 (File No. 333-233866), filed with the Securities and Exchange Commission on September 20, 2019, and incorporated herein by reference. |
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(11) |
Filed as Exhibit 99.3 to Registrant’s Registration Statement on Form S-8 (File No. 333-233866), filed with the Securities and Exchange Commission on September 20, 2019, and incorporated herein by reference. |
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(12) |
Filed as Exhibit 10.9 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 19th day of April, 2023.
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ARAVIVE, INC. |
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By: |
/s/ Gail McIntyre |
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Gail McIntyre |
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Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gail McIntyre and Rudy Howard, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his, her or their substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, or any of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Gail McIntyre |
Chief Executive Officer and Director |
April 19, 2023 |
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Gail McIntyre |
(Principal Executive Officer) |
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/s/ Rudy Howard |
Chief Financial Officer |
April 19, 2023 |
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Rudy Howard |
(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Fredric N. Eshelman, Pharm.D. |
Executive Chairman of the Board of Directors |
April 19, 2023 |
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Fredric N. Eshelman, Pharm.D. |
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/s/ Amato Giaccia |
Director |
April 19, 2023 |
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Amato Giaccia, Ph.D. |
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/s/ Peter T. C. Ho, M.D., Ph.D. |
Director |
April 19, 2023 |
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Peter T. C. Ho, M.D., Ph.D. |
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/s/ John A. Hohneker, M.D. |
Director |
April 19, 2023 |
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John A. Hohneker, M.D. |
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/s/ Sigurd C. Kirk |
Director |
April 19, 2023 |
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Sigurd C. Kirk |
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/s/ Michael W. Rogers |
Director |
April 19, 2023 |
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Michael W. Rogers |
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/s/ Eric Zhang |
Director |
April 19, 2023 |
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Eric Zhang |
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Exhibit 5.1
1271 Avenue of the Americas |New York, NY 10020
blankrome.com
April 19, 2023
Aravive, Inc.
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
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Re: |
Aravive, Inc. |
Dear Sir/Madam:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed on the date hereof by Aravive, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of up to an aggregate of 2,786,848 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), that may be issued pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) and the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”).
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed relevant or appropriate for purposes of this opinion letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We have also assumed that all of the shares eligible for issuance under the Plan following the date hereof will be issued for not less than par value.
Based upon, and subject to, the foregoing, it is our opinion that the 2,786,848 Shares, when sold and issued in accordance with the provisions of the 2019 Equity Incentive Plan and the 2014 ESPP, respectively, and the Registration Statement and the related prospectuses, will be validly issued, fully paid and non-assessable.
The opinions in this opinion letter are qualified in their entirety and subject to the following:
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1. |
We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. |
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2. |
This opinion is given as of the date hereof and is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing or of any facts or circumstances that may hereafter come to our attention. |
We consent to the reference to this firm as your counsel in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
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Very truly yours, |
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/s/ BLANK ROME |
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BLANK ROME LLP |
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Blank Rome LLP | blankrome.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Aravive, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2023, relating to the consolidated financial statements, of Aravive, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
/s/ BDO USA, LLP
Raleigh, North Carolina
April 19, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Aravive, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table1 – Newly Registered Securities
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Security Type |
Security |
Fee |
Amount |
Proposed |
Maximum |
Fee Rate |
Amount of |
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Equity |
Common stock, par value $0.0001 per share under the 2019 Equity Incentive Plan (the "2019 EIP") |
Rule 457(c) and Rule 457(h)(2) |
692,785(3) |
$ |
1.70(2) |
$ |
1,177,734.50 |
$110.20 per $1,000,000 |
$ |
129.79 |
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| Equity | Outstanding options under the 2019 EIP | Rule 457(h)(4) | 2,044,063(3)(5) | $ | 1.67(4) | $ | 3,413,585.21 | $110.20 per $1,000,000 | $ | 376.18 | ||
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Equity |
Common stock, par value $0.001 per share, under the 2014 Employee Stock Purchase Plan |
Rule 457(c) and Rule 457(h)(2) |
50,000(6) |
$ |
1.70(2) |
$ |
85,000 |
$110.20 per $1,000,000 |
$ |
9.37 |
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Total Offering Amounts |
2,786,848 |
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$ |
4,676,319.71 |
$110.20 per $1,000,000 |
$ |
515.34 |
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Total Fee Offsets(7) |
— |
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Net Fee Due |
$ |
515.34 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. |
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(2) |
Calculated pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for the shares under the plans is based upon the average of the high and low sale prices of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reported on the Nasdaq Global Select Market on April 14, 2023. |
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(3) |
Represents (i) 2,693,010 shares of Common Stock that were automatically added to the number of shares authorized for issuance under the 2019 Equity Incentive Plan (the “2019 EIP”) on January 1, 2023 pursuant to an “evergreen” provision contained in the 2019 EIP, and (ii) 43,838 shares of Common Stock that have become available for issuance under the 2019 EIP as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards that have been granted under the 2014 Equity Incentive Plan and the 2017 Equity Incentive Plan. Of the 2,693,010 shares of Common Stock, (i) 648,947 shares relate to shares underlying future awards under the 2019 EIP, and (ii) 2,044,063 shares relate to stock options to purchase Common Stock previously issued by the Registrant under the 2019 EIP. |
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(4) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the approximate weighted average exercise price of options previously granted and outstanding pursuant to the 2019 EIP. |
| (5) |
Represents 2,044,063 shares of the Common Stock reserved for issuance pursuant to stock options previously granted and outstanding under the 2019 EIP as of the date of this Registration Statement. To the extent that any such stock options expire or are terminated prior to exercise, the shares of Common Stock reserved for issuance pursuant to such stock options will become available for issuance as shares of Common Stock under the 2019 EIP. |
| (6) |
Represents 50,000 shares of Common Stock that were automatically added to the number of shares authorized for issuance under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2023 pursuant to an “evergreen” provision contained in the 2014 ESPP. |
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(7) |
The Registrant does not have any fee offsets to claim. |