APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
BACKGROUND
The Board is requesting stockholder approval of an amendment (the “Authorized Share Amendment”) to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000,000 shares to 500,000,000 shares. The Certificate of Incorporation was filed with the Delaware Secretary of State on July 28, 2020, and the number of authorized shares of our common stock has not been increased since that time.
The additional common stock to be authorized by adoption of the Authorized Share Amendment will have rights identical to our currently outstanding common stock. Adoption of the Authorized Share Amendment will not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to increasing the number of shares of common stock available for future issuance, which would result in dilution of the earnings per share and voting rights of current holders of our common stock.
The Authorized Share Amendment would amend the second sentence of Article IV of the Certificate of Incorporation to read as follows (insertions shown by underline and deletions shown by strikethrough):
“The total number of shares that the Corporation is authorized to issue is 505,000,000, of which 500,000,000 shares shall be Common Stock and 5,000,000 shares shall be Preferred Stock.”
The remainder of Article IV of the Certificate of Incorporation will not be impacted by the Authorized Share Amendment. Stockholders should review the Authorized Share Amendment above, together with the existing Certificate of Incorporation, which is included as an exhibit to our Annual Report on Form 10-K filed with the SEC on March 30, 2026. The text of the proposed Authorized Share Amendment is attached hereto as Appendix A.
RATIONALE
As of April 13, 2026, we had 300,000,000 authorized shares of our common stock with 162,507,278 shares of our common stock outstanding. As of April 13, 2026, 25,027,981 shares of common stock were reserved for issuance upon the exercise or settlement of equity awards granted and 9,341,343 shares of common stock remained available for issuance in connection with future awards under our 2020 Incentive Award Plan (the “2020 Plan”), 2020 Employee Stock Purchase Plan (the “ESPP”) and 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”). As of April 13, 2026, there were also 42,643,421 shares of common stock reserved for issuance upon exercise of outstanding pre-funded warrants and common warrants to purchase shares of common stock, 5,726,957 shares of common stock reserved for issuance in connection with that certain sales agreement, dated as of March 26, 2024, by and between the Company and TD Securities (USA) LLC, pursuant to which approximately $33,274,000 remained available for the offer and sale of shares of the Company's common stock from time to time, and 30,000,000 shares of common stock reserved for issuance in connection with that certain sales agreement dated as of March 30, 2026 by and between the Company and TD Securities (USA) LLC, pursuant to which the Company may sell from time to time shares of its common stock having an aggregate offering price of up to $150,000,000. As a result, as of April 13, 2026, we only had authorized 24,753,021 shares of unissued, unreserved common stock available for issuance.
The Board believes that it is in our best interest and the best interest of our stockholders for the Board to have shares of our common stock available for issuance, thereby providing flexibility to use our capital stock for business and financial purposes in the future. Such shares of common stock may be used for various purposes without further stockholder approval. These purposes may include raising capital, providing equity incentives to employees, officers or directors, and establishing strategic relationships with other companies.
To date, we have funded our operations principally through our operations, the issuance of common stock, warrants and convertible notes, and debt. In the future, we will require additional financing to fund working capital and pay our obligations and we may pursue financing opportunities through the issuance of debt or equity. If the Authorized Share Amendment is not approved by our stockholders, we may not have sufficient unissued and unreserved authorized shares to engage in such transactions.
