Common use of Description of Capital Stock Clause in Contracts

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 9, 2019, 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the shares of our common stock. For purposes of the below description, we refer to these shares as “registrable securities.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As of the date of this prospectusJune 7, 2021, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 75,000,000 shares of common stockCommon Stock, $0.0001 par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 9, 2019, 18,486,137 which 25,212,342 shares of common stock were are issued and outstanding and no 5,000,000 shares of preferred stock were Preferred Stock, $0.0001 par value, of which one share of special voting Preferred Stock is issued and outstanding. We are a Delaware corporation and our affairs are governed by our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws. The following summary description are summaries of our capital stock is based on the material provisions of our Amended and Restated Certificate of Incorporation, Incorporation and Amended and Restated By-laws insofar as amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference they relate to the applicable provisions material terms of our Certificate, Bylaws and the DGCLCommon Stock. For information on how to obtain Complete copies of our Amended and Restated Certificate of Incorporation and Bylaws, which Amended and Restated By-laws are filed as exhibits to our public filings. All outstanding shares of Common Stock are of the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” same class and have equal rights and attributes. The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our stockholders. The holders Subject to the prior rights of our common all classes or series of stock do not have any cumulative voting rights. Holders of our common stock at the time outstanding having prior rights as to dividends or other distributions, all stockholders are entitled to receive ratably any dividends share equally in dividends, if any, as may be declared from time to time by our board the Board of directors Directors out of funds legally available for that purpose, subject available. Subject to any preferential dividend the prior rights of any creditors of Akerna and the holders of all classes or series of stock at the time outstanding preferred stock. Our common stock has no preemptive rights, conversion having prior rights or other subscription rights or redemption or sinking fund provisions. In the event of our as to distributions upon liquidation, dissolution or winding upup of Akerna, in the event of liquidation, the holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts liabilities. The stockholders do not have cumulative, preemptive rights, or subscription rights. The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of Preferred Stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and other liabilities special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of Preferred Stock by our board of directors may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our Common Stock and could dilute the voting rights of the holders of our Common Stock. Prior to the issuance of shares of each series of Preferred Stock, the board of directors is required by the Delaware General Corporation Law and our certificate of incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: ● the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors; ● the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; ● whether that series will have voting rights, in addition to any liquidation preference voting rights provided by law, and, if so, the terms of such voting rights; ● whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; ● whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; ● whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; ● whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ other series or class in any respect; ● the rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the shares of our common stock. For purposes that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the below descriptioncorporation, we refer to these and the relative rights or priority, if any, of payment of shares as “registrable securities.” of that series; and ● any other relative rights, preferences and limitations of that series. Once designated by our board of directors, each series of Preferred Stock may have specific financial and other terms that will be described in a prospectus supplement. The registration rights provisions description of the investors’ rights agreement provide Preferred Stock that is set forth in any holders prospectus supplement is not complete without reference to the documents that govern the Preferred Stock. These include our certificate of incorporation and any certificates of designation that our board of directors may adopt. All shares of Preferred Stock offered hereby will, when issued, be fully paid and nonassessable, including shares of Preferred Stock issued upon the exercise of Preferred Stock Warrants or subscription rights, if any. Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of Preferred Stock that could, depending on the terms of such rights with demandseries, piggyback and Form S-3 registration rights as described belowimpede the completion of a merger, tender offer or other takeover attempt.

Description of Capital Stock. As of the date of this prospectus, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 500,000,000 shares of common stock, par value $0.0001 per sharepar value, and 1,000,000 20,000,000 shares of preferred stock, par value $0.0001 per sharepar value. As A description of August 9, 2019, 18,486,137 shares material terms and provisions of common stock were outstanding our amended and no shares restated certificate of preferred stock were outstanding. The following summary description incorporation (Certificate of Incorporation) and second amended and restated bylaws (Bylaws) affecting the rights of holders of our capital stock is based on the provisions of set forth below. The description is intended as a summary, and is qualified in its entirety by reference to our Certificate of IncorporationIncorporation and our Bylaws. The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to the preferences of any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably any dividends our board of directors declares out of funds legally available for the payment of dividends. If we are liquidated, dissolved or wound up, the holders of common stock are entitled to share pro rata all assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights or rights to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. When we issue shares of common stock under this prospectus, the shares will be fully paid and nonassessable. Additional shares of authorized common stock may be issued, as amendedauthorized by our board of directors from time to time, without stockholder approval, except as may be required by applicable stock exchange requirements. Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the Certificatenumber of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with financings, possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, discouraging or preventing a change in control of our company, may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock, and may reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. We will fix the designations, voting powers, preferences and rights of the preferred stock of each series we issue under this prospectus, as well as our Bylawsthe qualifications, and limitations or restrictions thereof, in the applicable provisions certificate of the Delaware General Corporation Law, or the DGCLdesignation relating to that series. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits We will file as an exhibit to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that contains the terms of the series of preferred stock we are offering. We will describe in the applicable prospectus supplement the terms of the series of preferred stock being offered, including, to the extent applicable: • the title and stated value; • the number of shares we are offering; • the liquidation preference per share; • the purchase price per share; • the dividend rate per share, dividend period and payment dates and method of calculation for dividends; • whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; • our right, if any, to defer payment of dividends and the maximum length of any such deferral period; • the procedures for any auction and remarketing, if any; • the provisions for a sinking fund, if any; • the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; • any listing of the preferred stock on any securities exchange or market; • whether the preferred stock will be convertible into our common stock are entitled to one vote or other securities of ours, including warrants, and, if applicable, the conversion period, the conversion price, or how it will be calculated, and under what circumstances it may be adjusted; • whether the preferred stock will be exchangeable for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated, and under what circumstances it may be adjusted; • voting rights. Holders , if any, of our common the preferred stock; • preemption rights, if any; • restrictions on transfer, sale or other assignment, if any; • a discussion of any material or special United States federal income tax considerations applicable to the preferred stock; • the relative ranking and preferences of the preferred stock are entitled as to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights and rights if we liquidate, dissolve or wind up our affairs; • any limitations on issuances of any outstanding class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and • any other specific terms, rights, preferences, privileges, qualifications or restrictions of the preferred stock. Our common When we issue shares of preferred stock has no preemptive rightsunder this prospectus, conversion rights or other subscription rights or redemption or sinking fund provisionsthe shares will be fully paid and nonassessable. In Unless we specify otherwise in the event of applicable prospectus supplement, the preferred stock will rank, with respect to dividends and upon our liquidation, dissolution or winding up, holders : • senior to all classes or series of our common stock will be entitled and to share ratably in all assets remaining after payment of our equity securities ranking junior to the preferred stock; • on a parity with all debts of our equity securities the terms of which specifically provide that the equity securities rank on a parity with the preferred stock; and other liabilities and any liquidation preference • junior to all of any outstanding our equity securities the terms of which specifically provide that the equity securities rank senior to the preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act The term “equity securities” does not include convertible debt securities. The General Corporation Law of the shares State of Delaware, the state of our common incorporation, provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. For purposes This right is in addition to any voting rights that may be provided for in the applicable certificate of the below description, we refer to these shares as “registrable securitiesdesignation.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As Although the following summary describes the material terms of our capital stock, it is not a complete description of Maryland law or of our charter and bylaws, which are incorporated herein by reference to the date Company’s SEC filings. See “Where You Can Find Additional Information.” Our charter provides that we may issue up to 510,000,000 shares of this prospectuscapital stock, our certificate consisting of incorporation authorizes us to issue 50,000,000 500,000,000 shares of common stock, $0.001 par value $0.0001 per share, and 1,000,000 10,000,000 shares of preferred stock, $0.001 par value $0.0001 per share. As of August 9June 14, 20192017, 18,486,137 there were 17,605,675 shares of our common stock were issued and outstanding and no shares of our preferred stock were outstanding. The following summary description As of December 31, 2016, 18,020,179 shares of common stock would be issued and outstanding on a fully diluted basis (assuming conversion of all vested and unvested LTIP units that were outstanding as of December 31, 2016 into shares of our capital common stock). Our charter authorizes the board of directors of the Company (the “Board of Directors”) to amend our charter to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without stockholder approval. Under Maryland law, stockholders generally are not liable for a corporation’s debts or obligations. Subject to the preferential rights, if any, of holders of any other class or series of stock is based on and to the provisions of our Certificate charter regarding restrictions on ownership and transfer of Incorporationour stock, holders of our common stock: • have the right to receive ratably any distributions from funds legally available therefor, when, as amended, or and if authorized by our Board of Directors and declared by us; and • are entitled to share ratably in the Certificate, as well as assets of our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference company legally available for distribution to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In in the event of our liquidation, dissolution or winding upup of our affairs. There are generally no redemption, holders sinking fund, conversion, preemptive or appraisal rights with respect to our common stock. Subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of stock, each outstanding share of our common stock will entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as may be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights provided with respect to registration rights under any other class or series of stock, the Securities Act holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of our directors, and directors will be elected by a plurality of all the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock. For purposes stock can elect all of the below descriptiondirectors then standing for election, we refer to these shares as “registrable securities.” The registration rights provisions and the holders of the investors’ rights agreement provide remaining shares will not be able to elect any holders of such rights with demand, piggyback and Form S-3 registration rights as described belowdirectors.

Description of Capital Stock. As Our Restated Certificate of the date of this prospectus, our certificate of incorporation authorizes us Incorporation provides that we are authorized to issue 50,000,000 100,000,000 shares of capital stock. Our authorized capital stock is comprised of 90,000,000 shares of common stock, $0.001 par value $0.0001 per share, and 1,000,000 10,000,000 shares of serial preferred stock, par value $0.0001 0.001 per share. As of August 9, 2019, 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following description is a summary description of the material terms of our capital stock is based on the and certain provisions of our Restated Certificate of Incorporation, as amended, or the Certificate, as well as our Incorporation and Amended and Restated Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference description does not purport to the applicable provisions of our Certificate, Bylaws and the DGCLbe complete. For information on how to you can obtain copies our Restated Certificate of our Certificate Incorporation and Amended and Restated Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “"Where You Can Find More Information.” " We are authorized to issue up to 90,000,000 shares of our common stock, par value $0.001 per share. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our the stockholders. The holders of our common stock Our stockholders do not have any cumulative voting rightsrights in the election of directors. Holders Accordingly, holders of a majority of the shares voting are able to elect all of our directors. Subject to preferences that may apply to any then outstanding shares of preferred stock, the holders of outstanding shares of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds assets legally available for distribution at the times and in the amounts, if any, that purpose, subject our Board of Directors may determine from time to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionstime. In the event of our liquidation, dissolution or winding up, subject to the rights of each series of our preferred stock, which may, from time to time come into existence, holders of our common stock will be are entitled to share ratably in all of our assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stockwe pay our liabilities. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the shares Holders of our common stock have no preemptive or other subscription or conversion rights. Our common stock is not redeemable and there are no sinking fund provisions applicable to our common stock. For purposes of the below description, we refer to these shares as “registrable securities.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As The following description of our capital stock and provisions of our articles of incorporation, bylaws and the date Pennsylvania Business Corporation law are summaries and are qualified in their entirety by reference to the articles of incorporation and the bylaws. We have filed copies of these documents with the SEC as exhibits to our registration statement, of which this prospectusprospectus supplement forms a part. Pursuant to our Second Amended and Restated Articles of Incorporation, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 shares of common stock, par value of $0.0001 0.01 per share, and 1,000,000 10,000,000 shares of preferred stock, par value $0.0001 0.01 per share, to be designated from time to time by our board of directors. As of August 9December 28, 20192017, 18,486,137 there were 19,127,435 shares of our common stock were outstanding issued and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders shareholders, including the election of our common stock directors, and do not have any cumulative voting rights. Holders Accordingly, the holders of a majority of the outstanding shares of common stock in person or represented by proxies in any election of directors can elect all of the directors standing for election, if they so choose, other than any directors that holders of any preferred stock that we may issue may be entitled to elect. Subject to preferences that may be applicable to any then-outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably any dividends when, as, and if declared by our board of directors out of funds legally available for that purposetherefor, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution dissolution, or winding up, holders of our common stock will be entitled to share ratably in all receive the net assets remaining of our company available after payment the payments of all debts and other liabilities and any liquidation preference subject to the prior rights of the holders of any then-outstanding shares of preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All outstanding shares of our common stock are, and the common stock to be outstanding upon completion of this offering will be, duly authorized, validly issued, fully paid and non-assessable. The rights and privileges of the holders of the common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Our board of directors has the authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of our common stock. We have no current plans to issue any shares of preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx issued to certain rights with respect to registration rights under the Securities Act representatives of the underwriters in our initial public offering, or IPO, warrants to purchase up to 150,000 shares of our common stock. For purposes , with a per share exercise price equal to $12.00, or 150% of the below descriptionpublic offering price, or IPO warrants, of which 140,000 are currently outstanding. The IPO warrants are exercisable by the underwriters at any time, in whole or in part, during the four-year period commencing one year after the closing of our IPO. In connection with our acquisition of IV meloxicam and our CDMO business from Alkermes, we refer issued to these Alkermes a seven-year warrant to purchase an aggregate of 350,000 shares as of our common stock, with an exercise price of $19.46 per share. We issued to OrbiMed Royalty Opportunities, II, LP, or OrbiMed, the lender under our former senior secured credit facility, a seven-year warrant to purchase an aggregate of 294,928 shares of our common stock, with an exercise price of $3.28 per share, subject to certain adjustments. In addition, in connection with the Refinancing we issued to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP seven-year warrants to purchase an aggregate of 348,664 shares of our common stock, with an exercise price of $8.6043, per share, subject to certain adjustments. We also granted “registrable securities.piggyback” The registration rights provisions to each of Athyrium Opportunities III Acquisition LP and its affiliate, Athyrium Opportunities II Acquisition LP to register the common stock subject to such warrants in the event we file a registration statement with the SEC under the Securities Act covering our equity securities, subject to the terms and conditions included in the warrants. Provisions of the investors’ rights agreement provide any Pennsylvania Business Corporation Law of 1988, or the PBCL, applicable to us provide, among other things, that: • we may not engage in a business combination with an “interested shareholder,” generally defined as a holder of 20% of a corporation’s voting stock, during the five-year period after the interested shareholder became such except under certain specified circumstances; • holders of such our common stock may object to a “control transaction” involving us (a control transaction is defined as the acquisition by a person or group of persons acting in concert of at least 20% of the outstanding voting stock of a corporation), and demand that they be paid a cash payment for the “fair value” of their shares from the “controlling person or group”; • holders of “control shares” will not be entitled to voting rights with demandrespect to any shares in excess of specified thresholds, piggyback including 20% voting control, until the voting rights associated with such shares are restored by the affirmative vote of a majority of disinterested shares and Form S-3 registration rights the outstanding voting shares of the Company; and • any “profit,” as described belowdefined, realized by any person or group who is or was a “controlling person or group” with respect to us from the disposition of any equity securities of within 18 months after the person or group became a “controlling person or group” shall belong to and be recoverable by us. Pennsylvania-chartered corporations may exempt themselves from these and other anti-takeover provisions. Our articles of incorporation do not provide for exemption from the applicability of these or other anti-takeover provisions in the PBCL. The provisions noted above may have the effect of discouraging a future takeover attempt that is not approved by our board of directors but which individual shareholders may consider to be in their best interests or in which shareholders may receive a substantial premium for their shares over the then current market price. As a result, shareholders who might wish to participate in such a transaction may not have an opportunity to do so. The provisions may make the removal of our board of directors or management more difficult. Furthermore, such provisions could result our company being deemed less attractive to a potential acquiror and/or could result in our shareholders receiving a lesser amount of consideration for their shares of our common stock than otherwise could have been available either in the market generally and/or in a takeover.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 Our authorized capital is 150,000,000 shares of common stock, par value $0.0001 0.001 per share, and 1,000,000 500,000 shares of blank check preferred stock, par value $0.0001 0.001 per share. As of August 9At February 10, 20192021, 18,486,137 there were 118,513,403 shares of common stock were outstanding and no shares of preferred stock were issued and outstanding. The following summary description Holders of our capital stock is based on the provisions shares of our Certificate of Incorporation, as amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock are entitled to one vote for each share held on all matters submitted to be voted on by the stockholders. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a vote liquidation, dissolution or winding up of our stockholders. The company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Commencing with our 2008 annual meeting, our directors were divided into three classes and designated Class I, Class II and Class III. Directors may be assigned to each class in accordance with a resolution or resolutions adopted by the board of directors. Directors are elected for a full term of three years. Holders of common stock do not have any cumulative voting rights. Holders , which means that the holders of a majority of the outstanding shares of our common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors. All of the outstanding shares of common stock are entitled fully paid and non-assessable. Holders of common stock have no preemptive rights to receive ratably any dividends declared by purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. Under Nevada law, our stockholders generally are not liable for our debts and obligations. There are no restrictions on the alienability of our common stock and there are no provisions discriminating against holders of a substantial amount of securities. The board of directors out is authorized to provide for the issuance of funds legally available shares of preferred stock in series and, by filing an amendment pursuant to the applicable laws of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. In addition, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the board of directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for that purpose, subject their stock over the then market price of such stock. The board of directors does not at present intend to seek stockholder approval prior to any preferential dividend rights issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. At February 11, 2021, awards for 4,286,167 shares of our common stock were outstanding, including 9,500shares of our common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $0.56 per share and 4,276,667 shares of our common stock underlying outstanding restricted stock units. The transfer agent and registrar for our common stock is Colonial Stock Transfer Company, 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000, and its telephone number is (000) 000-0000. The transfer agent and registrar for any outstanding series or class of preferred stockstock will be set forth in the applicable prospectus supplement. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In is listed on the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights NYSE American LLC under the Securities Act of the shares of our common stock. For purposes of the below description, we refer to these shares as symbol “registrable securitiesINUV.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.”

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 9, 2019, 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following is a summary description of all material characteristics of our capital stock is based on the provisions as set forth in our second amended and restated certificate of our Certificate of Incorporation, as amended, or the Certificate, as well as our Bylaws, incorporation and the applicable provisions of the Delaware General Corporation Law, or the DGCLamended and restated bylaws. This information summary does not purport to be complete and is qualified entirely in its entirety by reference to the applicable provisions our second amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to our Certificate, Bylaws and the DGCLSEC filings. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a partmore information, see “Where You Can Find More Information.” The holders We have authority under our second amended and restated certificate of incorporation to issue up to 100,000,000 shares of our common stock, par value $0.001 per share. As of August 31, 2018, there were 35,031,225 shares of our common stock issued and outstanding. Holders of shares of our common stock are entitled to one vote for each per share held of record on all matters submitted to a vote of our stockholders, including the election of directors. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends when, as and if declared by our board of directors directors, in its discretion, out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionstherefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock will be are entitled to share ratably in all of our assets remaining after payment of all debts liabilities. The holders of our common stock have no preemptive or other subscription rights, and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ there are no conversion rights agreement entitling Xx Xxxx to certain rights or redemption or sinking fund provisions with respect to registration rights under such shares. All of the Securities Act outstanding shares of our common stock are, and the shares of our common stock when issued will be, fully paid and nonassessable. As of August 10, 2018, Cotterford Company Limited, or Cotterford, is entitled to contractual rights that require us to register 10,000,000 shares of our common stock, including shares of our common stock issuable upon exercise of warrants, under the Securities Act, subject to certain exceptions. For purposes These rights are provided under the terms of a Common Stock Purchase Agreement dated August 8, 2018, or the Cotterford Agreement. We generally must pay all expenses relating to any such registration, other than Xxxxxxxxxx’s counsel, broker’s commissions, discounts or fees and transfer taxes. These registration rights terminate automatically upon the earlier of the below descriptionsale of the Registrable Securities (as such term is defined in the Cotterford Agreement), we refer the date such registrable securities may be resold without volume or manner-of-sale limitations pursuant to these shares as “registrable securities.” The registration rights Rule 144 under the Securities Act, or August 10, 2021. Certain provisions of Delaware law, our second amended and restated certificate of incorporation and our amended and restated bylaws could have the investors’ rights agreement provide any holders effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such rights with demand, piggyback and Form S-3 registration rights as described belowproposals could result in an improvement of their terms.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us to issue 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 91, 20192020, 18,486,137 21,836,800 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or the our Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Because of this absence of cumulative voting, the holders of a majority of the shares of common stock entitled to vote in any election of directors have the power to elect all of the directors standing for election, if they should so choose. Holders of our common stock are entitled to receive ratably any dividends that may be declared by our board of directors from time to time out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act All of the outstanding shares of our common stock, as well as any shares of common stock issuable upon the conversion of any securities convertible into our common stock, are (or will be upon issuance) fully paid and non-assessable. For purposes Our board of directors is authorized, subject to the below descriptionlimitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our board of directors may fix the rights, preferences, privileges and restrictions of our authorized shares of preferred stock in one or more series and authorize their issuance without the approval of our stockholders. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we refer have no present plans to these issue any shares as “registrable securities.” The registration rights of preferred stock. Certain provisions of Delaware law, our Certificate and/or our Bylaws may have the investors’ rights agreement provide any holders effect of such rights with demanddelaying, piggyback and Form S-3 registration rights deferring or discouraging another person from acquiring control of our company, as described below.

Description of Capital Stock. As The following description is only a summary of the date certain terms and provisions of this prospectus, our certificate of incorporation authorizes us capital stock. You should refer to issue 50,000,000 shares of common stock, par value $0.0001 per share, our charter and 1,000,000 shares of preferred stock, par value $0.0001 per sharebylaws for a complete description. As of August 9May 17, 20192023, 18,486,137 60,780,095 shares of common stock Common Stock were outstanding issued and outstanding, 10,167,117 shares of Series D Preferred Stock were issued and outstanding, and no shares of preferred any other class of capital stock were issued and outstanding. The following summary description Our outstanding shares of Common Stock and Series D Preferred Stock are listed on the NYSE. Our Common Stock is also listed on the TASE. Under the MGCL and our charter, a majority of our capital entire Board of Directors has the power, without action by our common stockholders, to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have the authority to issue. Our Board of Directors is based on also authorized under the provisions MGCL and our charter to classify and reclassify any unissued shares of our Certificate Common Stock, Preferred Stock and excess stock into other classes, including classification into a class or classes of IncorporationPreferred Stock, as amendedpreference stock, special stock or other stock and to divide or classify shares into one or more series of such class. We believe that the power to issue additional shares of stock and to classify or reclassify unissued shares of stock and thereafter to issue the classified or reclassified shares provides us with increased flexibility in structuring financings and acquisitions and in meeting other needs that might arise. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law or the Certificate, as well as our Bylaws, and the applicable provisions rules of the Delaware General Corporation Law, any stock exchange or the DGCL. This information is qualified entirely by reference to the applicable provisions automated quotation system on which shares of our Certificatestock may be listed or traded. Before issuance of shares of each class or series, Bylaws our Board of Directors is required by the MGCL and the DGCL. For information our charter to set, subject to restrictions in our charter on how to obtain copies transfer of our Certificate stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and Bylawsterms and conditions of redemption for each class or series. Thus, which are exhibits to although we have no present intention of doing so, our Board of Directors could authorize the registration statement issuance of which this prospectus is shares of stock with terms and conditions that could have the effect of delaying, deferring or preventing a part, see “Where You Can Find More Information.” The transaction or a change in control that might involve a premium price for holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights Common Stock or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will otherwise be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the shares of our common stock. For purposes of the below description, we refer to these shares as “registrable securitiestheir best interest.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As of the date of this prospectusMarch 14, 2024, our certificate only class of incorporation authorizes us to issue 50,000,000 shares of outstanding securities registered under the Exchange Act is our common stock, par value $0.0001 0.10 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of August 9, 2019, 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstandingwhich we refer to as the Common Stock. The following summary is a description of the material terms of our capital Common Stock and preferred stock we may offer and is based on qualified by reference to the provisions of our Certificate Articles of IncorporationAmendment and Restatement, as amended, or the Certificate, as well which we refer to as our Charter, our Amended and Restated Bylaws, which we refer to as the Bylaws, and the applicable provisions of relevant Maryland law, including the Delaware Maryland General Corporation Law, or which we refer to as the DGCLMGCL. This information is qualified entirely The terms of any series of preferred stock being offered by reference us will be described in the prospectus supplement relating to that series of preferred stock. That prospectus supplement may not restate the applicable provisions articles supplementary that establishes a particular series of preferred stock in its entirety. We urge you to read at that time the articles supplementary because it, and not the description in the prospectus supplement, will define your rights as a holder of preferred stock. The articles supplementary will be filed with the State Department of Assessments and Taxation of the State of Maryland and with the SEC. We are authorized to issue 350,000,000 shares of Common Stock. All shares of our Certificate, Bylaws and the DGCL. For information on how Common Stock participate equally in dividends payable to obtain copies stockholders of our Certificate Common Stock when and Bylaws, which are exhibits as declared by our board of directors and in net assets available for distribution to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders stockholders of our common stock are entitled to Common Stock on liquidation or dissolution; have one vote for each per share held on all matters submitted to a vote of our the stockholders. The holders of our common stock ; and do not have any cumulative voting rightsrights in the election of directors. All of our outstanding shares of Common Stock are fully paid and non-assessable. Holders of our common Common Stock do not have preference, conversion, exchange or preemptive rights. We may issue additional shares of authorized Common Stock without stockholder approval, subject to applicable rules of the NYSE. We are authorized to issue 20,000,000 shares of our preferred stock, par value $1.00 per share, which we refer to as the Preferred Stock. Under our Charter, our board of directors has the authority to authorize from time to time, without further stockholder action, the issuance of shares of our Preferred Stock, in one or more series as the board of directors shall deem appropriate, and to fix the rights, powers and restrictions of the Preferred Stock by resolution and the filing of an amendment to our Charter, including but not limited to the designation of the following: • the number of shares constituting such series and the distinctive designation thereof; • the voting rights, if any, of such series; • the rate of dividends payable on such series, the time or times when such dividends will be payable, the preference to, or any relation to, the payment of dividends to any other class or series of stock are entitled and whether the dividends will be cumulative or non-cumulative; • whether there shall be a sinking or similar fund for the purchase of shares of such series and, if so, the terms and provisions that shall govern such fund; • the rights of the holders of shares of such series upon the liquidation, dissolution or winding up of the Company; • the rights, if any, of holders of shares of such series to receive ratably convert such shares into, or to exchange such shares for, shares of any dividends declared other class or classes or any other series of the same or of any other class or classes of equity shares, the price or prices or rate or rates of conversion or exchange, with such adjustments thereto as shall be provided, at which such shares shall be convertible or exchangeable, whether such rights of conversion or exchange shall be exercisable at the option of the holder of the shares or the Company (or both) or upon the happening of a specified event, and any other terms or conditions of such conversion or exchange; and • any other preferences, powers and relative participating, optional or other special rights and qualifications, limitations or restrictions of shares of such series. Except as otherwise provided in any prospectus supplement or articles supplementary, all shares of the same series of Preferred Stock will be identical to each other share of said stock. The shares of different series may differ, including as to ranking, as may be provided in our Charter, or as may be fixed by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stockas described above. We and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx may from time to certain rights with respect time amend our Charter to registration rights under increase or decrease the Securities Act number of the authorized shares of our common stock. For purposes of the below description, we refer to these shares as “registrable securitiesPreferred Stock.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As The following description is based on relevant portions of the date Maryland General Corporation Law and on our charter and bylaws. This summary may not contain all of this prospectusthe information that is important to you, and we refer you to the Maryland General Corporation Law and our charter and bylaws for a more detailed description of the provisions summarized below. We urge you to read the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered. Under the terms of our charter, our certificate authorized capital stock consists of incorporation authorizes us to issue 50,000,000 200,000,000 shares of common stock, par value $0.0001 0.001 per share, of which 97,208,899 shares are outstanding as of April 23, 2019. Under our charter, our Board of Directors is authorized to classify and 1,000,000 reclassify any unissued shares of preferred stock into other classes or series of stock, par value $0.0001 per shareand to cause the issuance of such shares, without obtaining stockholder approval. As of August 9, 2019, 18,486,137 shares of common stock were outstanding and no shares of preferred stock were outstanding. The following summary description of our capital stock is based on the provisions of our Certificate of IncorporationIn addition, as amended, or permitted by the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware Maryland General Corporation Law, but subject to the 1940 Act, our charter provides that the Board of Directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the DGCLnumber of shares of stock of any class or series that we have authority to issue. This information is qualified entirely by reference Under Maryland law, our stockholders generally are not personally liable for our debts or obligations. All shares of our common stock have equal rights as to earnings, assets, distributions and voting privileges, except as described below and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefor. Shares of our common stock have no conversion, exchange, preemptive or redemption rights. In the event of a liquidation, dissolution or winding up of Hercules each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote for each share held on all matters submitted to a vote of our stockholders, including the election of directors. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject Except as provided with respect to any preferential dividend rights other class or series of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director. Common Stock, $0.001 par value per share 200,000,000 — 97,208,899 Our charter authorizes our Board of Directors to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. Prior to issuance of shares of each class or series, the Board of Directors is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to share ratably elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in all assets remaining after payment arrears by two years or more. Certain matters under the 1940 Act require the separate vote of all debts and other liabilities and any liquidation preference the holders of any issued and outstanding preferred stock. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and Xx Xxxx have entered into an investors’ rights agreement entitling Xx Xxxx to certain rights with respect to registration rights under the Securities Act of the shares of our common stock. For purposes of the below description, we refer to these shares as “registrable securitiesacquisitions.” The registration rights provisions of the investors’ rights agreement provide any holders of such rights with demand, piggyback and Form S-3 registration rights as described below.

Description of Capital Stock. As of the date of this prospectus, our certificate of incorporation authorizes us We are authorized to issue 50,000,000 40,000,000 shares of common stock, par value $0.0001 0.001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 0.001 per share. As of August 9, 2019, 18,486,137 We are authorized to issue 40,000,000 shares of common stock were outstanding and no shares of preferred stock were outstandingstock, par value $0.001 per share. The following summary description of our capital stock is based on the provisions of our Certificate of Incorporation, as amended, or the Certificate, as well as our Bylaws, and the applicable provisions of the Delaware General Corporation Law, or the DGCL. This information is qualified entirely by reference to the applicable provisions of our Certificate, Bylaws and the DGCL. For information on how to obtain copies of our Certificate and Bylaws, which are exhibits to the registration statement of which this prospectus is a part, see “Where You Can Find More Information.” The holders of our common stock are entitled to one vote for each per share held on all matters submitted to a vote of our stockholdersshareholders, including the election of directors. The holders of our common stock do not have any There is no cumulative voting rights. Holders in the election of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisionsdirectors. In the event of our liquidation, dissolution liquidation or winding updissolution, holders of our common stock will be are entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any the liquidation preference preferences of any outstanding shares of preferred stock. We Holders of common stock have no preemptive rights and Xx Xxxx have entered no right to convert their common stock into an investors’ rights agreement entitling Xx Xxxx any other securities and there are no redemption provisions applicable to certain rights with respect to registration rights under the Securities Act of the shares of our common stock. For The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of December 16, 2020, we had 24,445,620 shares of common stock outstanding. In addition, as of that date, there were 374,174 shares underlying our outstanding warrants, 1,744,354 shares underlying our outstanding stock options and 605,883 shares issuable upon vesting of outstanding restricted stock units. We are authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of our shareholders unless such authorization is required by applicable law, or the rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the below descriptionholders of common stock. The issuance of preferred stock, we refer to these shares as “registrable securities.” The registration rights provisions while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the investors’ Company. For a description of how future issuances of our preferred stock could affect the rights agreement provide of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “Blank Check” Preferred Stock,” below. A prospectus supplement relating to any holders series of such preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: · the title and stated or par value of the preferred stock; · the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; · the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; · whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; · the provisions for a sinking fund, if any, for the preferred stock; · any voting rights with demandof the preferred stock; · the provisions for redemption, piggyback if applicable, of the preferred stock; · any listing of the preferred stock on any securities exchange; · the terms and Form S-3 registration rights as described belowconditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; · if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and · any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.