As of September 30, 2019, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 200,000,000 shares of common stock, $0.0001 par value per share.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors. No dividends have been declared or paid by the Company since its inception.

In August 2019, the Company entered into an Open Market Sale Agreement^SM (the “Jefferies Sales Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies may offer and sell, from time to time, shares of common stock having aggregate gross proceeds of up to $50.0 million. At its option, the Company may sell shares of common stock through Jefferies as its sales agent, with any such sales being made by any method that is deemed an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or in other transactions pursuant to an effective shelf registration statement on Form S-3. The Company agreed to pay Jefferies a commission of up to 3% of the gross proceeds of any sales of common stock pursuant to the Jefferies Sales Agreement. In the third quarter of 2019, the Company began to issue and sell securities under the Jefferies Sales Agreement. During the three and nine months ended September 30, 2019, the Company sold 39,506 shares of common stock, for net cash proceeds of $0.1 million, after deducting commission fees and issuance costs of $0.2 million.

As of September 30, 2019, the Company had outstanding warrants to purchase common stock as follows:

Issuance Date	Term (in years)	Exercise Price		Number of Common Shares Issuable under Warrant
May 23, 2011	10	$	1.55		61,868
June 28, 2013	10	$	13.22		11,354
September 30, 2014	10	$	13.22		22,708
					95,930